Common use of Submission of Orders by Broker-Dealers to Auction Agent Clause in Contracts

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealerwriting, or by a Broker-Dealer such Electronic Means as shall be reasonably acceptable to the Auction Agent, prior to the Submission Deadline on any each Auction Date shall be irrevocablefor Notes of a Series, all Orders with respect to Notes of such Series accepted by such Broker-Dealer in accordance with Section 2.01 above and specifying with respect to each Order or aggregation of Orders pursuant to Section 2.02(b) below: (i) the name of the Broker-Dealer; (ii) the number of Bidders placing Orders, if requested by the Auction Agent; (iii) the aggregate number of Units of Notes of such Series, if any, that are the subject of such Order, where each Unit is equal to the principal amount of the minimum Authorized Denomination of the Notes; (iv) to the extent that such Bidder is an Existing Owner: (A) the number of Units of Notes of such Series, if any, subject to any Hold Order placed by such Existing Owner; (B) the number of Units of Notes of such Series, if any, subject to any Bid placed by such Existing Owner and the rate specified in such Bid; and (C) the number of Units of Notes of such Series, if any, subject to any Sell Order placed by such Existing Owner; and (v) to the extent such Bidder is a Potential Owner, the rate specified in such Bid. (viib) The Trust If more than one Bid is submitted to a Broker-Dealer on behalf of any single Potential Owner, the Broker-Dealer shall not aggregate each Bid on behalf of such Potential Owner submitted with the same rate and consider such Bids as a single Bid and shall consider each Bid submitted with a different rate a separate Bid with the rate and the number of Units of Notes specified therein. A Broker-Dealer may aggregate the Orders of different Potential Owners with those of other Potential Owners on whose behalf the Broker-Dealer is submitting Orders and may aggregate the Orders of different Existing Owners with other Existing Owners on whose behalf the Broker-Dealer is submitting Orders; provided, however, Bids may only be aggregated if the interest rates on the Bids are the same. (c) None of the Issuer, the Corporation, the Indenture Trustee or the Auction Agent shall be responsible for the failure of any Broker-Dealer to submit an Order to the Auction Agent on behalf of any Existing Owner or Potential Owner. (d) Nothing contained herein shall preclude a Broker-Dealer from placing an Order for some or all of the Notes for its own account. (e) Until the Submission Deadline, a Broker-Dealer may withdraw or modify any Order previously submitted to the Auction Agent (i) for any reason if the Order was generated by the Auction Desk of the Broker-Dealer for the account of the Broker-Dealer or (ii) to correct a Clerical Error in the case of any other Order, including Orders from the Broker-Dealer which were not originated by the Auction Desk. (f) After the Submission Deadline and prior to the Error Correction Deadline, a Broker-Dealer may: (i) submit to the Auction Agent an Order received from an Existing Owner, Potential Owner or a Broker-Dealer which is not an Order originated by the Auction Desk, in each case prior to the Broker-Dealer Deadline, or an Order generated by the Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline (provided that in each case the Broker-Dealer has a record of such Order and the time when such Order was received or generated) and not submitted to the Auction Agent prior to the Submission Deadline as a result of (A) an event of force majeure or a technological failure which made delivery prior to the Submission Deadline impossible or, under the conditions then prevailing, impracticable or (B) a Clerical Error on the part of the Broker-Dealer; or (ii) modify or withdraw an Order received from an Existing Owner or Potential Owner or generated by the Broker-Dealer (whether generated by the Broker-Dealer’s Auction Desk or elsewhere within the Broker-Dealer) for its own account and submitted to the Auction Agent prior to the Submission Deadline or pursuant to clause (i) above, if the Broker-Dealer determines that such Order contained a Clerical Error on the part of the Broker-Dealer. In the event a Broker-Dealer makes a submission, modification or withdrawal pursuant to this Section 2.02(f) and the Auction Agent has already run the Auction, the Auction Agent shall rerun the Auction, taking into account such submission, modification or withdrawal. Each submission, modification or withdrawal of an Order submitted pursuant to this Section 2.02(f) by a Broker-Dealer after the Submission Deadline and prior to the Error Correction Deadline shall constitute a representation by the Broker-Dealer that (A) in the case of a newly submitted Order or portion thereof or revised Order, the failure to act submit such Order prior to the Submission Deadline resulted from an event described in accordance with the instructions of Beneficial Owners clause (i) above and such Order was received from an Existing Owner or Potential Beneficial Owners Owner or failure is an Order received from the Broker-Dealer that was not originated by the Auction Desk, in each case, prior to comply the Broker-Dealer Deadline, or generated internally by such Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline or (B) in the case of a modified or withdrawn Order, such Order was received from an Existing Owner, a Potential Owner or the Broker-Dealer which was not originated by the Auction Desk prior to the Broker-Dealer Deadline, or generated internally by such Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline and such Order as submitted to the Auction Agent contained a Clerical Error on the part of the Broker-Dealer and that such Order has been modified or withdrawn solely to effect a correction of such Clerical Error, and in the case of either (A) or (B), as applicable, the Broker-Dealer has a record of such Order and the time when such Order was received or generated. The Auction Agent shall be entitled to rely conclusively (and shall have no liability for relying) on such representation for any and all purposes of the Auction Procedures. (g) If after the Auction Agent announces the results of an Auction, a Broker-Dealer becomes aware that an error was made by the Auction Agent, the Broker-Dealer shall communicate such awareness to the Auction Agent prior to 5:00 p.m. New York City time on the Auction Date (or 2:00 pm. New York City time in the case of Notes in a daily Auction Period). If the Auction Agent determines there has been such an error (as a result of either a communication from a Broker-Dealer or its own discovery) prior to 3:00 p.m. New York City time on the first day of the Auction Period with respect to which such Auction was conducted, the provisions Auction Agent shall correct the error and notify each Broker-Dealer that submitted Bids or held a position in Notes in such Auction of this Section 11.10the corrected results. (h) Nothing contained herein shall preclude the Auction Agent from: (i) advising a Broker-Dealer prior to the Submission Deadline that it has not received Sufficient Clearing Bids for the Notes; provided, however, that if the Auction Agent so advises any Broker-Dealer, it shall so advise all Broker-Dealers; or (ii) verifying the Orders of a Broker-Dealer prior to or after the Submission Deadline; provided, however, that if the Auction Agent verifies the Orders of any Broker-Dealer, it shall verify the Orders of all Broker-Dealers requesting such verification.

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s 's auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s 's Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s 's failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for shares of Municipal Preferred of a series subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for such shares: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (Bii) the aggregate number of Outstanding shares of APS such series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of shares of such series: (1A) the number of Outstanding shares, if any, of APS such series subject to any Hold Order placed by of such Existing Holder; (2B) the number of Outstanding shares, if any, of APS such series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number of Outstanding shares, if any, of APS such series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of shares of such series, the rate per annum and number of shares of such series specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares of APS Municipal Preferred of a series held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares of APS such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding shares of such series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the number of outstanding shares of such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number of Outstanding shares of APS Municipal Preferred of a series subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for shares of such Existing Holder series shall be considered valid valid, but only up to and including in the aggregate the number of Outstanding shares of APS such series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS such series subject to such Hold Orders Order exceeds the number of Outstanding shares of APS such series held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will to cover exactly the number of Outstanding shares of APS such series held by such Existing Holder; (BA) any Bids submitted on behalf Bid for shares of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order series shall be considered valid up to and including the excess of the number of Outstanding shares of APS such series held by such Existing Holder over the number of shares of APS such series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred above; (B) subject to in Section 11.10(c)(iv)(Bsubclause (A); provided that , if more than one Sell Order Bid of an Existing Holder for shares of such series is submitted on behalf to the Auction Agent with the same rate and the number of any Existing Holder Outstanding shares of such series subject to such Bids is greater than such excess, such Bids shall be considered valid up to and including the amount of such excess, and the number of shares of APS such series subject to such Sell Orders is greater than such excess, each Bid with the same rate shall be reduced pro rata to cover the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS series equal to such excess; (C) subject to subclauses (A) and (B), if more than one Bid of an Existing Holder for shares of such series is submitted to the Auction Agent with different rates, such Bids shall be considered valid in the ascending order of their respective rates up to and including the amount of such excess; and (D) in any such event, the number, if any, of such Outstanding shares of such series subject to any portion of Bids considered not valid in whole or in part under this clause (ii) shall be treated as the subject of a Bid for shares of such series by or on behalf of a Potential Holder at the rate therein specified; and (iii) all Sell Orders for shares of such series shall be considered valid up to and including the excess of the number of Outstanding shares of such series held by such Existing Holder over the sum of shares of such series subject to valid Hold Orders referred to in clause (i) above and valid Bids referred to in clause (ii) above. (ve) If more than one Bid for one or more shares of a series of Municipal Preferred is submitted to the Auction Agent by or on behalf of any Potential Holder, each such Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vif) Any Order submitted by a Beneficial Owner as or a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date Date, shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Preferred Shares subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for such shares: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (Bii) the aggregate number of Outstanding shares of APS the Series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of shares of the Series: (1A) the number of Outstanding shares, if any, of APS the Series subject to any Hold Order placed by of such Existing Holder; (2B) the number of Outstanding shares, if any, of APS the Series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number of Outstanding shares, if any, of APS the Series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of shares of the Series, the rate per annum and number of shares of the Series specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares of APS Preferred Shares held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares of APS the Series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; PROVIDED, HOWEVER, that if an Order or Orders covering all of the Outstanding shares of the Series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the number of outstanding shares of the Series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number of Outstanding shares of APS Preferred Shares subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for shares of such Existing Holder the Series shall be considered valid valid, but only up to and including in the aggregate the number of Outstanding shares of APS the Series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS the Series subject to such Hold Orders exceeds the number of Outstanding shares of APS the Series held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will to cover exactly the number of Outstanding shares of APS the Series held by such Existing Holder; (Bii) (A) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess for shares of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order Series shall be considered valid up to and including the excess of the number of Outstanding shares of APS the Series held by such Existing Holder over the number of shares of APS the Series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system 's Auction Processing System to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s 's Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s 's failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system Auction Processing System to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Tortoise Notes of a series subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the TrustIssuer) as an Existing Holder in respect of shares Tortoise Notes subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares Tortoise Notes subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each such Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the TrustIssuer); (Bii) the aggregate number principal amount of Outstanding shares Tortoise Notes of APS such series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of Tortoise Notes of such series: (1A) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS such series subject to any Hold Order placed by of such Existing Holder; (2B) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS such series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS such series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of Tortoise Notes of such series, the rate per annum and principal amount of Tortoise Notes of such series specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares Tortoise Notes of APS a series held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number principal amount of Outstanding shares Tortoise Notes of APS such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding Tortoise Notes of such series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the principal amount of outstanding Tortoise Notes of such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number principal amount of Outstanding shares Tortoise Notes of APS a series subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for Tortoise Notes of such Existing Holder series shall be considered valid valid, but only up to and including in the number aggregate principal amount of Outstanding shares Tortoise Notes of APS such series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf the aggregate principal amount of Tortoise Notes of such Existing Holder and the number of shares of APS series subject to such Hold Orders exceeds the number aggregate principal amount of Outstanding shares Tortoise Notes of APS such series held by such Existing Holder, the number principal amount of shares of APS Tortoise Notes subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in to cover the aggregate, will cover exactly the number principal amount of Outstanding shares Tortoise Notes of APS such series held by such Existing Holder; (Bii) (A) any Bids submitted on behalf Bid for Tortoise Notes of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order series shall be considered valid up to and including the excess of the number principal amount of Outstanding shares Tortoise Notes of APS held by such Existing Holder over the number of shares of APS series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s 's auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Preferred Shares subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for such shares: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Broker- Dealer unless otherwise permitted by the Trust); (Bii) the aggregate number of Outstanding shares of APS Preferred Shares that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of Preferred Shares: (1A) the number of Outstanding sharesPreferred Shares, if any, of APS subject to any Hold Order placed by of such Existing Holder; (2B) the number of Outstanding sharesPreferred Shares, if any, of APS subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number of Outstanding sharesPreferred Shares, if any, of APS subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of Preferred Shares, the rate per annum and number of Preferred Shares specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares of APS outstanding Preferred Shares held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares Preferred Shares held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of APS the Outstanding Preferred Shares held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 91 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding Preferred Shares held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder are submitted to the Auction Agent covering in the aggregate more than the number of Outstanding shares of APS Preferred Shares subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf of such Existing Holder Orders shall be considered valid valid, but only up to and including in the aggregate the number of Outstanding shares of APS Preferred Shares held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS Preferred Shares subject to such Hold Orders exceeds the number of Outstanding shares of APS Preferred Shares held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will to cover exactly the number of Outstanding shares of APS Preferred Shares held by such Existing Holder; (Bii) (A) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS Preferred Shares held by such Existing Holder over the number of shares of APS Preferred Shares subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Energy Notes of a series subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the TrustIssuer) as an Existing Holder in respect of shares Energy Notes subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares Energy Notes subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each such Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the TrustIssuer); (Bii) the aggregate number principal amount of Outstanding shares Energy Notes of APS such series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of Energy Notes of such series: (1A) the number principal amount of Outstanding sharesEnergy Notes, if any, of APS such series subject to any Hold Order placed by of such Existing Holder; (2B) the number principal amount of Outstanding sharesEnergy Notes, if any, of APS such series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesEnergy Notes, if any, of APS such series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of Energy Notes of such series, the rate per annum and principal amount of Energy Notes of such series specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares Energy Notes of APS a series held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number principal amount of Outstanding shares Energy Notes of APS such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding Energy Notes of such series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the principal amount of outstanding Energy Notes of such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number principal amount of Outstanding shares Energy Notes of APS a series subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for Energy Notes of such Existing Holder series shall be considered valid valid, but only up to and including in the number aggregate principal amount of Outstanding shares Energy Notes of APS such series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf the aggregate principal amount of Energy Notes of such Existing Holder and the number of shares of APS series subject to such Hold Orders exceeds the number aggregate principal amount of Outstanding shares Energy Notes of APS such series held by such Existing Holder, the number principal amount of shares of APS Energy Notes subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in to cover the aggregate, will cover exactly the number principal amount of Outstanding shares Energy Notes of APS such series held by such Existing Holder; (Bii) (A) any Bids submitted on behalf Bid for Energy Notes of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order series shall be considered valid up to and including the excess of the number principal amount of Outstanding shares Energy Notes of APS held by such Existing Holder over the number of shares of APS series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each The Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent in writing or by such other method as shall be reasonably acceptable to the Auction Agent, including such electronic communication acceptable to the parties, prior to the Submission Deadline on each Auction Date Date, all Orders obtained by such Broker-DealerDealer and, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Ownersif requested, and specifying with respect to each Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust)Order; (Bii) the aggregate number principal amount of Outstanding shares of APS Bonds, if any, that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderOwner: (1A) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Hold Order placed by such Existing HolderOwner; (2B) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Bid placed by such Existing Holder Owner and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Sell Order placed by such Existing Holder; andOwner; (Div) to the extent such Bidder is a Potential HolderOwner, the rate per annum specified in such Potential Holder’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth of one percent (.001) of 10.001%). (iiic) If an Order or Orders covering all of the Outstanding shares of APS Bonds held by an Existing Holder are Owner is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder Owner covering the number principal amount of Outstanding shares Bonds of APS such series held by such Existing Holder Owner and not subject to Orders submitted to the Auction Agent; provided, however, that if there is a conversion from one Auction Period to another Auction Period and Orders have not been submitted to the Auction Agent prior to the Submission Deadline covering the aggregate principal amount of Bonds to be converted held by such Existing Owner, the Auction Agent shall deem a Sell Order to have been submitted on behalf of such Existing Owner covering the principal amount of Bonds to be converted held by such Existing Owner not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number principal amount of Outstanding shares of APS Bonds held by such any Existing Holder Owner are submitted to the Auction Agent, such Order Orders shall be considered valid as follows follows: (i) all Hold Orders shall be considered Hold Orders, but only up to and including in the following order aggregate the principal amount of priority:Bonds held by such Existing Owner; (A) any Hold Order submitted on behalf Bid of such an Existing Holder Owner shall be considered valid as a Bid of an Existing Owner up to and including the number excess of Outstanding shares the principal amount of APS Bonds held by such Existing Holder; provided that Owner over the principal amount of the Bonds subject to Hold Orders referred to in paragraph (i) above; (B) subject to clause (A) above, all Bids of an Existing Owner with the same rate shall be aggregated and considered a single Bid of an Existing Owner up to and including the excess of the principal amount of Bonds held by such Existing Owner over the principal amount of Bonds held by such Existing Owner subject to Hold Orders referred to in paragraph (i) above; (C) subject to clause (A) above, if more than one Hold Order Bid with different rates is submitted on behalf of such Existing Holder and the number of shares of APS subject to Owner, such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, Bids of an Existing Owner in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the amount of the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number principal amount of shares of APS Bonds held by such Existing Owner subject to any Hold Order Orders referred to in Section 11.10(c)(iv)(Aparagraph (i) above above; and (and if more than one Bid submitted on behalf of such Existing Holder specifies D) the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of sharesprincipal amount, if any, of such Bonds subject to Bids not valid considered to be Bids of an Existing Owner under this Section 11.10(c)(iv)(Bparagraph (ii) shall be treated as the subject of a Bid by a Potential Holder; andOwner; (Ciii) any all Sell Order Orders shall be considered valid Sell Orders, but only up to and including a principal amount of Bonds equal to the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number sum of shares the principal amount of APS the Bonds considered to be subject to Hold Orders referred pursuant to in Section 11.10(c)(iv)(Aparagraph (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder above and the number principal amount of shares of APS Bonds considered to be subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each Bids of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal Existing Owner pursuant to such excessparagraph (ii) above. (ve) If more than one Bid is submitted on behalf of any Potential HolderOwner, each Bid submitted with the same rate shall be aggregated and considered a single Bid and each Bid submitted with a different rate shall be considered a separate Bid with the rate per annum and number the principal amount of shares of APS therein specifiedBonds specified therein. (vif) Any Order Bid submitted for Bonds by an Existing Owner or a Beneficial Potential Owner specifying a rate lower than the Minimum Auction Rate shall be treated as a Potential Beneficial Owner to its Broker-DealerBid specifying the Minimum Auction Rate. (g) Neither the Authority, or by a the Company, the Trustee nor the Auction Agent shall be responsible for the failure of any Broker-Dealer to submit an Order to the Auction Agent, prior to the Submission Deadline Agent on behalf of any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners Existing Owner or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10Owner.

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system 's Auction Processing System to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Broker- Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s 's Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s 's failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Preferred Shares subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for such shares: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (Bii) the aggregate number of Outstanding shares of APS the Series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of shares of the Series: (1A) the number of Outstanding shares, if any, of APS the Series subject to any Hold Order placed by of such Existing Holder; (2B) the number of Outstanding shares, if any, of APS the Series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number of Outstanding shares, if any, of APS the Series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of shares of the Series, the rate per annum and number of shares of the Series specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares of APS Preferred Shares held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares of APS the Series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one ; PROVIDED, HOWEVER, that if an Order or more Orders on behalf covering all of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS the Series held by such any Existing Holder are is not submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, Agent prior to the Submission Deadline on any for an Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for relating to a Broker-Dealer’s failure to act in accordance with the instructions Special Rate Period consisting of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.more

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent in writing or by such other method as shall be reasonably acceptable to the Auction Agent, prior to the Submission Deadline on each Auction Date Date, all Orders obtained by such Broker-DealerDealer and specifying, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust)Order; (Bii) the aggregate number principal amount of Outstanding shares of APS Bonds, if any, that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderOwner: (1A) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Hold Order placed by such Existing HolderOwner; (2B) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Bid placed by such Existing Holder Owner and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Sell Order placed by such Existing HolderOwner; and (Div) to the extent such Bidder is a Potential HolderOwner, the rate per annum and amount specified in such Potential HolderOwner’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth of one percent (.001) of 10.001%). (iiic) If an Order or Orders covering all of the Outstanding shares of APS Bonds held by an Existing Holder are Owner is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder Owner covering the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner and not subject to Orders submitted to the Auction Agent; provided, however, that if there is a conversion from one Auction Rate Period to another Auction Rate Period and Orders have not been submitted to the Auction Agent prior to the Submission Deadline covering the aggregate principal amount of Bonds to be converted held by such Existing Owner, the Auction Agent shall deem a Sell Order to have been submitted on behalf of such Existing Owner covering the principal amount of Bonds to be converted held by such Existing Owner not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number principal amount of Outstanding shares of APS Bonds held by such any Existing Holder Owner are submitted to the Auction Agent, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf of such Existing Holder Orders shall be considered valid Hold Orders, but only up to and including in the aggregate the principal amount of Bonds held by such Existing Owner, and if the aggregate principal amount of Bonds subject to such Hold Orders exceeds the aggregate principal amount of Bonds held by such Existing Owner, the aggregate principal amount of Bonds subject to each such Hold Order shall be reduced pro rata to cover the aggregate principal amount of Outstanding Bonds held by such Existing Owner; (A) any Bid of an Existing Owner shall be considered valid as a Bid of an Existing Owner up to and including the number excess of Outstanding shares the principal amount of APS Bonds held by such Existing Holder; provided that Owner over the aggregate principal amount of the Bonds subject to Hold Orders referred to in paragraph (i) above; (B) subject to sub-clause (A) of this paragraph (ii), all Bids of an Existing Owner with the same rate shall be aggregated and considered a single Bid of an Existing Owner up to and including the excess of the principal amount of Bonds held by such Existing Owner over the principal amount of Bonds held by such Existing Owner subject to Hold Orders referred to in sub-paragraph (i) of this paragraph (d); (C) subject to sub-clause (A) of this paragraph (ii), if more than one Hold Order Bid with different rates is submitted on behalf of such Existing Holder and the number of shares of APS subject to Owner, such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, valid Bids of an Existing Owner in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the amount of the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number principal amount of shares of APS Bonds held by such Existing Owner subject to any Hold Order Orders referred to in Section 11.10(c)(iv)(Asub-paragraph (i) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of sharesparagraph (d); and and (D) the number of sharesprincipal amount, if any, of such Bonds subject to Bids not valid considered to be Bids of an Existing Owner under this Section 11.10(c)(iv)(Bparagraph (ii) shall be treated as the subject of a Bid by a Potential HolderOwner at the rate specified therein; and (Ciii) any all Sell Order Orders shall be considered valid Sell Orders, but only up to and including a principal amount of Bonds equal to the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number sum of shares the principal amount of APS the Bonds considered to be subject to Hold Orders referred pursuant to in Section 11.10(c)(iv)(Asub-paragraph (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.paragraph

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s 's auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS AMPS that are the subject of such Order; (C) to the extent that such Bidder is a Beneficial Owner or an Existing Holder: (1) the number of Outstanding sharesAMPS, if any, of APS subject to any Hold Order placed by such Beneficial Owner or Existing Holder; (2) the number of Outstanding sharesAMPS, if any, of APS subject to any Bid placed by such Beneficial Owner or Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding sharesAMPS, if any, of APS subject to any Sell Order placed by such Beneficial Owner or Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s 's Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS AMPS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of any Auction other than an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS AMPS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS AMPS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS AMPS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS AMPS subject to such Hold Orders exceeds the number of Outstanding shares of APS AMPS held by such Existing Holder, the number of shares of APS AMPS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS AMPS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS AMPS held by such Existing Holder over the number of shares of APS AMPS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS AMPS held by such Existing Holder over the number of shares of APS AMPS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS AMPS subject to such Sell Orders is greater than such excess, the number of shares of APS AMPS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS AMPS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS AMPS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s 's failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s 's auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding Outstandintg shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s 's Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s 's failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Preferred Shares subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for such shares: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (Bii) the aggregate number of Outstanding shares of APS the Series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of shares of the Series: (1A) the number of Outstanding shares, if any, of APS the Series subject to any Hold Order placed by of such Existing Holder; (2B) the number of Outstanding shares, if any, of APS the Series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number of Outstanding shares, if any, of APS the Series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of shares of the Series, the rate per annum and number of shares of the Series specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares of APS Preferred Shares held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares of APS the Series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding shares of the Series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the number of outstanding shares of the Series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number of Outstanding shares of APS Preferred Shares subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for shares of such Existing Holder the Series shall be considered valid valid, but only up to and including in the aggregate the number of Outstanding shares of APS the Series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS the Series subject to such Hold Orders exceeds the number of Outstanding shares of APS the Series held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will to cover exactly the number of Outstanding shares of APS the Series held by such Existing Holder; (BA) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess for shares of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order Series shall be considered valid up to and including the excess of the number of Outstanding shares of APS the Series held by such Existing Holder over the number of shares of APS the Series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred above; (B) subject to in Section 11.10(c)(iv)(Bsubclause (A); provided that , if more than one Sell Order Bid of an Existing Holder for shares of the Series is submitted on behalf to the Auction Agent with the same rate and the number of any Existing Holder Outstanding shares of the Series subject to such Bids is greater than such excess, such Bids shall be considered valid up to and including the amount of such excess, and the number of shares of APS the Series subject to such Sell Orders is greater than such excess, each Bid with the same rate shall be reduced pro rata to cover the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS Series equal to such excess; (C) subject to subclauses (A) and (B), if more than one Bid of an Existing Holder for shares of the Series is submitted to the Auction Agent with different rates, such Bids shall be considered valid in the ascending order of their respective rates up to and including the amount of such excess; and (D) in any such event, the number, if any, of such Outstanding shares of the Series subject to any portion of Bids considered not valid in whole or in part under this clause (ii) shall be treated as the subject of a Bid for shares of the Series by or on behalf of a Potential Holder at the rate therein specified; and (iii) all Sell Orders for shares of the Series shall be considered valid up to and including the excess of the number of Outstanding shares of the Series held by such Existing Holder over the sum of shares of the Series subject to valid Hold Orders referred to in clause (i) above and valid Bids referred to in clause (ii) above. (ve) If more than one Bid for one or more Preferred Shares is submitted to the Auction Agent by or on behalf of any Potential Holder, each such Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vif) Any Order submitted by a Beneficial Owner as or a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date Date, shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for shares of MMP subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares of MMP subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares of MMP subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for shares of MMP: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS MMP that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder:Holder of shares of MMP; (1) the number of Outstanding shares, if any, of APS shares of MMP subject to any Hold Order placed by of such Existing Holder; (2) the number of Outstanding shares, if any, of APS shares of MMP subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding shares, if any, of APS shares of MMP subject to any Sell Order placed by of such Existing Holder; and and (D) to the extent such Bidder is a Potential HolderHolder of shares of MMP, the rate per annum and number of shares of MMP specified in such Potential Holder’s 's Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS MMP held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares of APS MMP held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided that if an Order or Orders covering all of the Outstanding shares of MMP held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Rate Period consisting of more than the Minimum Rate Period, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares of MMP held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number of Outstanding shares of APS MMP subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (A) any all Hold Order submitted on behalf Orders for shares of such Existing Holder MMP shall be considered valid valid, but only up to and including in the aggregate the number of Outstanding shares of APS MMP held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS MMP subject to such Hold Orders exceeds the number of Outstanding shares of APS MMP held by such Existing Holder, the number of shares of APS MMP subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will to cover exactly the number of Outstanding shares of APS MMP held by such Existing Holder; (B1) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding for shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order MMP shall be considered valid up to and including the excess of the number of Outstanding shares of APS MMP held by such Existing Holder over the number of shares of APS MMP subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (A) and Bids referred above; (2) subject to in Section 11.10(c)(iv)(Bsubclause (1); provided that , if more than one Sell Order Bid of an Existing Holder is submitted on behalf to the Auction Agent with the same rate and the number of any Existing Holder Outstanding shares of MMP subject to such Bids is greater than such excess, such Bids shall be considered valid up to and including the amount of such excess, and the number of shares of APS MMP subject to such Sell Orders is greater than such excess, each Bid with the same rate shall be reduced pro rata to cover the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS MMP equal to such excess; (3) subject to subclauses (1) and (2), if more than one Bid of an Existing Holder for shares of MMP is submitted to the Auction Agent with different rates, such Bids shall be considered valid in the ascending order of their respective rates up to and including the amount of such excess; and (4) in any such event, the number, if any, of such Outstanding shares of MMP subject to any portion of Bids considered not valid in whole or in part under this clause (B) shall be treated as the subject of a Bid for shares of MMP by or on behalf of a Potential Holder at the rate therein specified; and (C) all Sell Orders for shares of MMP shall be considered valid up to and including the excess of the number of Outstanding shares of MMP held by such Existing Holder over the sum of shares of MMP subject to valid Hold Orders referred to in clause (A) above and valid Bids referred to in clause (B) above. (v) If more than one Bid for one or more shares of MMP is submitted to the Auction Agent by or on behalf of any Potential Holder, each such Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS MMP therein specified. (vi) Any Order submitted by a Beneficial Owner as or a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date Date, shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Shares of a Series subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares Shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares Shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for such Shares: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (Bii) the aggregate number of Outstanding shares Shares of APS such Series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of Shares of such Series: (1A) the number of Outstanding sharesShares, if any, of APS such Series subject to any Hold Order placed by of such Existing Holder; (2B) the number of Outstanding sharesShares, if any, of APS such Series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number of Outstanding sharesShares, if any, of APS such Series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of Shares of such series, the rate per annum and number of Shares of such Series specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares ARPS of APS a Series held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares ARPS of APS such Series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding ARPS of such Series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding ARPS of such Series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number of Outstanding shares ARPS of APS a Series subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for Shares of such Existing Holder Series shall be considered valid valid, but only up to and including in the aggregate the number of Outstanding shares ARPS of APS such Series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares Shares of APS such Series subject to such Hold Orders exceeds the number of Outstanding shares ARPS of APS such Series held by such Existing Holder, the number of shares of APS Shares subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will to cover exactly the number of Outstanding shares ARPS of APS such Series held by such Existing Holder; (Bii) (A) any Bids submitted on behalf Bid for Shares of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order Series shall be considered valid up to and including the excess of the number of Outstanding shares ARPS of APS such Series held by such Existing Holder over the number of shares Shares of APS such Series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Kayne Notes of a series subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the TrustIssuer) as an Existing Holder in respect of shares Kayne Notes subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares Kayne Notes subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each such Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the TrustIssuer); (Bii) the aggregate number principal amount of Outstanding shares Kayne Notes of APS such series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of Kayne Notes of such series: (1A) the number principal amount of Outstanding sharesKayne Notes, if any, of APS such series subject to any Hold Order placed by of such Existing Holder; (2B) the number principal amount of Outstanding sharesKayne Notes, if any, of APS such series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesKayne Notes, if any, of APS such series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of Kayne Notes of such series, the rate per annum and principal amount of Kayne Notes of such series specified in such Potential Holder’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares Kayne Notes of APS a series held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number principal amount of Outstanding shares Kayne Notes of APS such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding Kayne Notes of such series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the principal amount of outstanding Kayne Notes of such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number principal amount of Outstanding shares Kayne Notes of APS a series subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for Kayne Notes of such Existing Holder series shall be considered valid valid, but only up to and including in the number aggregate principal amount of Outstanding shares Kayne Notes of APS such series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf the aggregate principal amount of Kayne Notes of such Existing Holder and the number of shares of APS series subject to such Hold Orders exceeds the number aggregate principal amount of Outstanding shares Kayne Notes of APS such series held by such Existing Holder, the number principal amount of shares of APS Kayne Notes subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in to cover the aggregate, will cover exactly the number principal amount of Outstanding shares Kayne Notes of APS such series held by such Existing Holder; (Bii) (A) any Bids submitted on behalf Bid for Kayne Notes of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order series shall be considered valid up to and including the excess of the number principal amount of Outstanding shares Kayne Notes of APS held by such Existing Holder over the number of shares of APS series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s 's auction processing system to the Auction Agent prior to the Submission Processing Deadline on each Auction Date all Orders obtained that were (x) received by such the Broker-DealerDealer from Beneficial Owners or Potential Beneficial Owners prior to the Submission Deadline or (y) initiated internally by the Broker-Dealer for its own account prior to the Submission Deadline, in each case designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS AMPS that are the subject of such Order; (C) to the extent that such Bidder is a Beneficial Owner or an Existing Holder: (1) the number of Outstanding sharesAMPS, if any, of APS subject to any Hold Order placed by such Beneficial Owner or Existing Holder; (2) the number of Outstanding sharesAMPS, if any, of APS subject to any Bid placed by such Beneficial Owner or Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding sharesAMPS, if any, of APS subject to any Sell Order placed by such Beneficial Owner or Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s 's Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS AMPS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Processing Deadline, the Auction Agent shall deem a Hold Order (in the case of any Auction other than an Auction relating to a Special Dividend Period of longer than 91 days or lessdays) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS AMPS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS AMPS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS AMPS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS AMPS subject to such Hold Orders exceeds the number of Outstanding shares of APS AMPS held by such Existing Holder, the number of shares of APS AMPS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS AMPS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS AMPS held by such Existing Holder over the number of shares of APS AMPS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS AMPS held by such Existing Holder over the number of shares of APS AMPS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS AMPS subject to such Sell Orders is greater than such excess, the number of shares of APS AMPS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS AMPS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS AMPS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-DealerDealer prior to the Submission Deadline, or by a Broker-Dealer to the Auction Agent, prior to the Submission Processing Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s 's failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Tortoise Notes of a series subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the TrustIssuer) as an Existing Holder in respect of shares Tortoise Notes subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares Tortoise Notes subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each such Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the TrustIssuer); (Bii) the aggregate number principal amount of Outstanding shares Tortoise Notes of APS such series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of Tortoise Notes of such series: (1A) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS such series subject to any Hold Order placed by of such Existing Holder; (2B) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS such series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS such series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of Tortoise Notes of such series, the rate per annum and principal amount of Tortoise Notes of such series specified in such Potential Holder’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares Tortoise Notes of APS a series held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number principal amount of Outstanding shares Tortoise Notes of APS such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding Tortoise Notes of such series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the principal amount of outstanding Tortoise Notes of such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number principal amount of Outstanding shares Tortoise Notes of APS a series subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for Tortoise Notes of such Existing Holder series shall be considered valid valid, but only up to and including in the number aggregate principal amount of Outstanding shares Tortoise Notes of APS such series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf the aggregate principal amount of Tortoise Notes of such Existing Holder and the number of shares of APS series subject to such Hold Orders exceeds the number aggregate principal amount of Outstanding shares Tortoise Notes of APS such series held by such Existing Holder, the number principal amount of shares of APS Tortoise Notes subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in to cover the aggregate, will cover exactly the number principal amount of Outstanding shares Tortoise Notes of APS such series held by such Existing Holder; (Bii) (A) any Bids submitted on behalf Bid for Tortoise Notes of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order series shall be considered valid up to and including the excess of the number principal amount of Outstanding shares Tortoise Notes of APS held by such Existing Holder over the number of shares of APS series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent in writing or by such other method as shall be reasonably acceptable to the Auction Agent, prior to the Submission Deadline on each Auction Date Date, all Orders obtained by such Broker-DealerDealer and specifying, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Ownersif requested, and specifying with respect to each Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust)Bidder; (Bii) the aggregate number principal amount of Outstanding shares of APS Bonds, if any, that are the subject of such each Order; (Ciii) to the extent that such Bidder is an Existing HolderOwner: (1A) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Hold Order placed by such Existing HolderOwner; (2B) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Bid placed by such Existing Holder Owner and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Sell Order placed by such Existing HolderOwner; and (Div) to the extent such Bidder is a Potential HolderOwner, the rate per annum specified in such Potential Holder’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth of one percent (.001) of 10.001%). (iiic) If an Order or Orders covering all of the Outstanding shares of APS Bonds held by an Existing Holder are Owner is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder Owner covering the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner and not subject to Orders submitted to the Auction Agent.; provided, however, that if there is a conversion from one Auction Period to another Auction Period and Orders have not been submitted to the Auction Agent prior to the Submission Deadline covering the aggregate principal amount of Bonds to be converted held by such Existing Owner, the Auction Agent shall deem a Sell Order to have been submitted on behalf of such Existing Owner covering the principal amount of Bonds to be converted held by such Existing Owner not subject to Orders submitted to the Auction Agent. <PAGE> B-9 (ivd) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number principal amount of Outstanding shares of APS Bonds held by such any Existing Holder Owner are submitted to the Auction Agent, such Order Orders shall be considered valid as follows follows: (i) all Hold Orders shall be considered Hold Orders, but only up to and including in the following order aggregate the principal amount of priority:Bonds held by such Existing Owner; (A) any Hold Order submitted on behalf Bid of such an Existing Holder Owner shall be considered valid as a Bid of an Existing Owner up to and including the number excess of Outstanding shares the principal amount of APS Bonds held by such Existing Holder; provided that Owner over the principal amount of the Bonds subject to Hold Orders referred to in paragraph (i) above; (B) subject to clause (A) above, all Bids of an Existing Owner with the same rate shall be aggregated and considered a single Bid of an Existing Owner up to and including the excess of the principal amount of Bonds held by such Existing Owner over the principal amount of Bonds held by such Existing Owner subject to Hold Orders referred to in paragraph (i) above; (C) subject to clause (A) above, if more than one Hold Order Bid with different rates is submitted on behalf of such Existing Holder and the number of shares of APS subject to Owner, such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, Bids of an Existing Owner in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the amount of the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number principal amount of shares of APS Bonds held by such Existing Owner subject to any Hold Order Orders referred to in Section 11.10(c)(iv)(Aparagraph (i) above above; and (and if more than one Bid submitted on behalf of such Existing Holder specifies D) the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of sharesprincipal amount, if any, of such Bonds subject to Bids not valid considered to be Bids of an Existing Owner under this Section 11.10(c)(iv)(Bparagraph (ii) shall be treated as the subject of a Bid by a Potential HolderOwner; and (Ciii) any all Sell Order Orders shall be considered valid Sell Orders, but only up to and including a principal amount of Bonds equal to the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number sum of shares the principal amount of APS the Bonds considered to be subject to Hold Orders referred pursuant to in Section 11.10(c)(iv)(Aparagraph (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder above and the number principal amount of shares of APS Bonds considered to be subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each Bids of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal Existing Owner pursuant to such excessparagraph (ii) above. (ve) If more than one Bid is submitted on behalf of any Potential HolderOwner, each Bid submitted with the same rate shall be aggregated and considered a single Bid and each Bid submitted with a different rate shall be considered a separate Bid with the rate per annum and number the principal amount of shares of APS therein specifiedBonds specified therein. (vif) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-DealerNeither the Authority, or by a the Borrower, the Trustee nor the Auction Agent shall be responsible for the failure of any Broker-Dealer to submit an Order to the Auction Agent, prior to the Submission Deadline Agent on behalf of any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners Existing Owner or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.Owner. <PAGE> B-10

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealerwriting, or by a Broker-Dealer such Electronic Means as shall be reasonably acceptable to the Auction Agent, prior to the Submission Deadline on any each Auction Date shall be irrevocablefor Bonds of a Series, all Orders with respect to Bonds of such Series accepted by such Broker-Dealer in accordance with Section 2.01 above and specifying with respect to each Order or aggregation of Orders pursuant to Section 2.02(b) below: (i) the name of the Broker-Dealer; (ii) the number of Bidders placing Orders, if requested by the Auction Agent; (iii) the aggregate number of Units of Bonds of such Series, if any, that are the subject of such Order, where each Unit is equal to the principal amount of the minimum Authorized Denomination of the Bonds; (iv) to the extent that such Bidder is an Existing Owner: (A) the number of Units of Bonds of such Series, if any, subject to any Hold Order placed by such Existing Owner; (B) the number of Units of Bonds of such Series, if any, subject to any Bid placed by such Existing Owner and the rate specified in such Bid; and (C) the number of Units of Bonds of such Series, if any, subject to any Sell Order placed by such Existing Owner; and (v) to the extent such Bidder is a Potential Owner, the rate specified in such Bid. (viib) The Trust shall not be responsible for If more than one Bid is submitted to a Broker-Dealer’s failure to act in accordance Dealer on behalf of any single Potential Owner, the Broker-Dealer shall aggregate each Bid on behalf of such Potential Owner submitted with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply same rate and consider such Bids as a single Bid and shall consider each Bid submitted with a different rate a separate Bid with the provisions rate and the number of this Section 11.10Units of Bonds specified therein. A Broker-Dealer may aggregate the Orders of different Potential Owners with those of other Potential Owners on whose behalf the Broker-Dealer is submitting Orders and may aggregate the Orders of different Existing Owners with other Existing Owners on whose behalf the Broker-Dealer is submitting Orders; provided, however, Bids may only be aggregated if the interest rates on the Bids are the same.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for APS subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners Dealer and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for such shares: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust);Order, (Bii) the aggregate number of Outstanding shares of APS that are the subject of such Order;, (Ciii) to the extent that such Bidder is an Existing HolderHolder of APS: (1A) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder;, (2B) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3C) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; , and (Div) to the extent such Bidder is a Potential HolderHolder of APS, the rate per annum and number of APS specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares of APS held by an any Existing Holder are is not submitted to the Auction Agent prior to the' Submission Deadline and the Submission Deadlinesubsequent Rate Period is 90 days or less, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. If an Order or Orders covering all of the Outstanding APS held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline and the subsequent Rate Period is 90 days or more, the Auction Agent shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the number of Outstanding APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If any Existing Holder submits through a Broker-Dealer to the Auction Agent one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf of such Existing Holder Orders for APS shall be considered valid valid, but only up to and including in the aggregate the number of Outstanding shares of APS held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will to cover exactly the number of Outstanding shares of APS held by such Existing Holder;, (Bii) (A) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of for APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealerwriting, or by a Broker-Dealer such other electronic means, as shall be reasonably acceptable to the Auction Agent, prior to the Submission Deadline on each Auction Date, all Orders accepted by such Broker-Dealer in accordance with Section 1 above and specifying with respect to each Order or aggregation of Orders pursuant to paragraph (b) of this Section 2: (i) the name of the Broker-Dealer; (ii) the number of Bidders placing Orders, if requested by the Auction Agent; (iii) the aggregate number of Units of Tortoise Notes of the series, if any, that are the subject of the Order; (iv) to the extent that the Bidder is an Existing Holder of Tortoise Notes of the series: (A) the number of Units of Tortoise Notes, if any, of the series subject to any Auction Date shall be irrevocableHold Order placed by the Existing Holder; (B) the number of Units of Tortoise Notes, if any, of the series subject to any Bid placed by the Existing Holder and the rate specified in the Bid; and (C) the number of Units of Tortoise Notes, if any, of the series subject to any Sell Order placed by the Existing Holder; and (v) to the extent the Bidder is a Potential Holder of Tortoise Notes of the series, the rate specified in such Bid. (viib) The Trust If more than one Bid is submitted to a Broker-Dealer on behalf of any single Potential Beneficial Owner, the Broker-Dealer shall not aggregate each Bid on behalf of such Potential Beneficial Owner submitted with the same rate and consider such Bids as a single Bid and shall consider each Bid submitted with a different rate a separate Bid with the rate and the number of Units of Tortoise Notes of the series specified therein. A Broker-Dealer may aggregate the Orders of different Potential Beneficial Owners with those of other Potential Beneficial Owners on whose behalf the Broker-Dealer is submitting Orders and may aggregate the Orders of different Existing Holders with other Existing Holders on whose behalf the Broker-Dealer is submitting Orders; provided, however, Bids may only be aggregated if the interest rates on the Bids are the same. (c) None of the Issuer, the Trustee or the Auction Agent shall be responsible for the failure of any Broker-Dealer to submit an Order to the Auction Agent on behalf of any Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder. (d) Nothing contained herein shall preclude a Broker-Dealer from placing an Order for some or all of the Tortoise Notes of a series for its own account. (e) Until the Submission Deadline, a Broker-Dealer may, withdraw or modify any Order previously submitted to the Auction Agent (i) for any reason if the Order was generated by the Auction Desk of the Broker-Dealer for the account of the Broker-Dealer or (ii) to correct a Clerical Error in the case of any other Order, including Orders from the Broker-Dealer which were not originated by the Auction Desk. (f) After the Submission Deadline, and prior to the Error Correction Deadline, a Broker-Dealer may: (i) submit to the Auction Agent an Order received from an Existing Holder, Potential Beneficial Owner or a Broker-Dealer Order which is not generated by the Auction Desk, in each case prior to the Broker-Dealer Deadline, or an Order generated by the Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline (provided that the Broker-Dealer has a record of such Order and the time when such Order was received or generated) and not submitted to the Auction Agent prior to the Submission Deadline as a result of (A) an event of force majeure or a technological failure which made delivery prior to the Submission Deadline impossible or, under the conditions then prevailing, impracticable or (B) a clerical error on the part of the Broker-Dealer; or (ii) modify or withdraw an Order received from an Existing Holder or a Potential Beneficial Owner or generated by the Broker-Dealer for its own account and submitted to the Auction Agent prior to the Submission Deadline or pursuant to clause (i) above, if the Broker-Dealer determines that such Order contained a Clerical Error on the part of the Broker-Dealer. In the event a Broker-Dealer makes a submission, modification or withdrawal pursuant to this Section 2(f) and the Auction Agent has already run the Auction, the Auction Agent shall rerun the Auction, taking into account such submission, modification or withdrawal. Each submission, modification or withdrawal of an Order submitted pursuant to this Section 2(f) by a Broker-Dealer after the Submission Deadline and prior to the Error Correction Deadline shall constitute a representation by the Broker-Dealer that (A) in the case of a newly submitted Order or portion thereof or revised Order, the failure to act submit such Order prior to the Submission Deadline resulted from an event described in accordance with the instructions of Beneficial Owners or clause (i) above and such Order was received from an Existing Holder, Potential Beneficial Owners Owner or failure is an Order from the Broker-Dealer that is not originated by the Auction Desk, in each case, prior to comply the Broker-Dealer Deadline, or generated internally by such Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline or (B) in the case of a modified or withdrawn Order, such Order was received from an Existing Holder, a Potential Beneficial Owner or the Broker-Dealer which was not originated by the Auction Desk prior to the Broker-Dealer Deadline, or generated internally by such Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline and such Order as submitted to the Auction Agent contained a Clerical Error on the part of the Broker-Dealer and that such Order has been modified or withdrawn solely to effect a correction of such Clerical Error, and in the case of either (A) or (B), as applicable, the Broker-Dealer has a record of such Order and the time when such Order was received or generated. The Auction Agent shall be entitled to rely conclusively (and shall have no liability for relying) on such representation for any and all purposes of the Auction Procedures. (g) If after the Auction Agent announces the results of an Auction, a Broker-Dealer becomes aware that an error was made by the Auction Agent, the Broker-Dealer shall communicate such awareness to the Auction Agent prior to 5:00 p.m., New York City time on the Auction Date. If the Auction Agent determines there has been such an error (as a result of either a communication from a Broker-Dealer or its own discovery) prior to 3:00 p.m., New York City time on the first day of the next applicable Auction Period with respect to such Auction, the provisions Auction Agent shall correct the error and notify each Broker-Dealer that submitted Bids or held a position in the Tortoise Notes of this Section 11.10the series subject to such Auction of the corrected results. (h) Nothing contained herein shall preclude the Auction Agent from: (i) advising a Broker-Dealer prior to the Submission Deadline that it has not received Sufficient Clearing Bids for Tortoise Notes of the series, provided, however, that if the Auction Agent so advises any Broker-Dealer, it shall so advise all Broker-Dealers; or (ii) verifying the Orders of a Broker-Dealer prior to the Submission Deadline, provided, however, that if the Auction Agent verifies the Orders of any Broker-Dealer, it shall verify the Orders of all Broker-Dealers requesting such verification.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Series ___Notes subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the TrustIssuer) as an Existing Holder in respect of shares Series ___Notes subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares Series ___Notes subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each such Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the TrustIssuer); (Bii) the aggregate number principal amount of Outstanding shares of APS Series ___Notes that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of Series ___Notes: (1A) the number principal amount of Outstanding sharesSeries ___Notes, if any, of APS subject to any Hold Order placed by of such Existing Holder; (2B) the number principal amount of Outstanding sharesSeries ___Notes, if any, of APS subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesSeries ___Notes, if any, of APS subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of Series ___ Notes, the rate per annum and principal amount of Series ___Notes specified in such Potential Holder’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares of APS Series ___Notes held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number principal amount of Outstanding shares Series ___ Notes held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of APS the Outstanding Series ___Notes held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the principal amount of outstanding Series ___Notes held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number principal amount of Outstanding shares of APS Series ___Notes subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf of such Existing Holder Orders for Series ___Notes shall be considered valid valid, but only up to and including in the number aggregate principal amount of Outstanding shares of APS Series ___Notes held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf the aggregate principal amount of such Existing Holder and the number of shares of APS Series ___Notes subject to such Hold Orders exceeds the number aggregate principal amount of Outstanding shares of APS Series ___Notes held by such Existing Holder, the number principal amount of shares of APS Series ___Notes subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in to cover the aggregate, will cover exactly the number principal amount of Outstanding shares of APS Series ___Notes held by such Existing Holder; (Bii) (A) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order for Series ___Notes shall be considered valid up to and including the excess of the number principal amount of Outstanding shares of APS held by such Existing Holder over the number of shares of APS Series ___ Notes subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Processing Deadline on each Auction Date all Orders obtained that were (x) received by such the Broker-DealerDealer from Beneficial Owners or Potential Beneficial Owners prior to the Submission Deadline or (y) initiated internally by the Broker-Dealer for its own account prior to the Submission Deadline, in each case designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS AMPS that are the subject of such Order; (C) to the extent that such Bidder is a Beneficial Owner or an Existing Holder: (1) the number of Outstanding sharesAMPS, if any, of APS subject to any Hold Order placed by such Beneficial Owner or Existing Holder; (2) the number of Outstanding sharesAMPS, if any, of APS subject to any Bid placed by such Beneficial Owner or Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding sharesAMPS, if any, of APS subject to any Sell Order placed by such Beneficial Owner or Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS AMPS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Processing Deadline, the Auction Agent shall deem a Hold Order (in the case of any Auction other than an Auction relating to a Special Dividend Period of longer than 91 days or lessdays) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS AMPS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS AMPS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS AMPS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS AMPS subject to such Hold Orders exceeds the number of Outstanding shares of APS AMPS held by such Existing Holder, the number of shares of APS AMPS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS AMPS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS AMPS held by such Existing Holder over the number of shares of APS AMPS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS AMPS held by such Existing Holder over the number of shares of APS AMPS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS AMPS subject to such Sell Orders is greater than such excess, the number of shares of APS AMPS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS AMPS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS AMPS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-DealerDealer prior to the Submission Deadline, or by a Broker-Dealer to the Auction Agent, prior to the Submission Processing Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent in writing or by such other method as shall be reasonably acceptable to the Auction Agent, prior to the Submission Deadline on each Auction Date Date, all Orders obtained by such Broker-DealerDealer and specifying, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (Bi) the aggregate number principal amount of Outstanding shares of APS Bonds, if any, that are the subject of such Order; (Cii) to the extent that such Bidder is an Existing HolderOwner: (1A) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Hold Order placed by such Existing HolderOwner; (2B) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Bid placed by such Existing Holder Owner and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Sell Order placed by such Existing HolderOwner; and (Diii) to the extent such Bidder is a Potential HolderOwner, the rate per annum and amount specified in such Potential HolderOwner’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth of one percent (.001) of 10.001%). (iiic) If an Order or Orders covering all of the Outstanding shares of APS Bonds held by an Existing Holder are Owner is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder Owner covering the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner and not subject to Orders submitted to the Auction Agent; provided, however, that if there is a conversion from one Auction Period to another Auction Period and Orders have not been submitted to the Auction Agent prior to the Submission Deadline covering the aggregate principal amount of Bonds to be converted held by such Existing Owner, the Auction Agent shall deem a Sell Order to have been submitted on behalf of such Existing Owner covering the principal amount of Bonds to be converted held by such Existing Owner not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number principal amount of Outstanding shares of APS outstanding Bonds held by such any Existing Holder Owner are submitted to the Auction Agent, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf of such Existing Holder Orders shall be considered valid Hold Orders, but only up to and including in the aggregate the principal amount of Bonds held by such Existing Owner, and if the aggregate principal amount of Bonds subject to such Hold Orders exceeds the aggregate principal amount of Bonds held by such Existing Owner, the aggregate principal amount of Bonds subject to each such Hold Order shall be reduced pro rata to cover the aggregate principal amount of outstanding Bonds held by such Existing Owner; (A) any Bid of an Existing Owner shall be considered valid as a Bid of an Existing Owner up to and including the number excess of Outstanding shares the principal amount of APS Bonds held by such Existing Holder; provided that Owner over the aggregate principal amount of the Bonds subject to Hold Orders referred to in paragraph (i) above; (B) subject to clause (A) of this paragraph (ii), all Bids of an Existing Owner with the same rate shall be aggregated and considered a single Bid of an Existing Owner up to and including the excess of the principal amount of Bonds held by such Existing Owner over the principal amount of Bonds held by such Existing Owner subject to Hold Orders referred to in paragraph (i) of this subsection (d); (C) subject to clause (A) of this paragraph (ii), if more than one Hold Order Bid with different rates is submitted on behalf of such Existing Holder and the number of shares of APS subject to Owner, such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, valid Bids of an Existing Owner in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the amount of the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number principal amount of shares of APS Bonds held by such Existing Owner subject to any Hold Order Orders referred to in Section 11.10(c)(iv)(Aparagraph (i) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of sharessubsection (d); and and (D) the number of sharesprincipal amount, if any, of such Bonds subject to Bids not valid considered to be Bids of an Existing Owner under this Section 11.10(c)(iv)(Bparagraph (ii) shall be treated as the subject of a Bid by a Potential HolderOwner at the rate specified therein; and (Ciii) any all Sell Order Orders shall be considered valid Sell Orders, but only up to and including a principal amount of Bonds equal to the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number sum of shares the principal amount of APS the Bonds considered to be subject to Hold Orders referred pursuant to in Section 11.10(c)(iv)(Aparagraph (i) of this subsection (d) and Bids referred the principal amount of Bonds considered to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS be subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each Bids of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number Existing Owner pursuant to paragraph (ii) of shares of APS equal to such excessthis subsection (d). (ve) If more than one Bid is submitted on behalf of any Potential HolderOwner, each Bid submitted with the same rate shall be aggregated and considered a single Bid and each Bid submitted with a different rate shall be considered a separate Bid with the rate per annum and number the principal amount of shares of APS therein specifiedBonds specified therein. (vif) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-DealerNone of the Authority, or by a the Company, the Trustee, the Remarketing Agent nor the Auction Agent shall be responsible for the failure of any Broker-Dealer to submit an Order to the Auction AgentAgent on behalf of any Existing Owner or Potential Owner. (g) Notwithstanding Section 2.02(b)(iii), a Bid may be revoked or amended prior to the Submission Deadline on any Auction Date shall be irrevocableDeadline. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent in writing or by such other method as shall be reasonably acceptable to the Auction Agent, prior to the Submission Deadline on each Auction Date Date, all Orders obtained by such Broker-DealerDealer and specifying, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust)Order; (Bii) the aggregate number principal amount of Outstanding shares of APS Bonds, if any, that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderOwner: (1A) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Hold Order placed by such Existing HolderOwner; (2B) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Bid placed by such Existing Holder Owner and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Sell Order placed by such Existing HolderOwner; and (Div) to the extent such Bidder is a Potential HolderOwner, the rate per annum and amount specified in such Potential HolderOwner’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth of one percent (.001) of 10.001%). (iiic) If an Order or Orders covering all of the Outstanding shares of APS Bonds held by an Existing Holder are Owner is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder Owner covering the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner and not subject to Orders submitted to the Auction Agent; provided, however, that if there is a conversion from one Auction Rate Period to another Auction Rate Period and Orders have not been submitted to the Auction Agent prior to the Submission Deadline covering the aggregate principal amount of Bonds to be converted held by such Existing Owner, the Auction Agent shall deem a Sell Order to have been submitted on behalf of such Existing Owner covering the principal amount of Bonds to be converted held by such Existing Owner not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number principal amount of Outstanding shares of APS Bonds held by such any Existing Holder Owner are submitted to the Auction Agent, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf of such Existing Holder Orders shall be considered valid Hold Orders, but only up to and including the number aggregate the principal amount of Outstanding shares of APS Bonds held by such Existing Holder; provided that Owner, and if the aggregate principal amount of Bonds subject to such Hold Orders exceeds the aggregate principal amount of Bonds held by such Existing Owner, the aggregate principal amount of Bonds subject to each such Hold Order shall be reduced pro rata to cover the aggregate principal amount of Outstanding Bonds held by such Existing Owner; (A) any Bid of an Existing Owner shall be considered valid as a Bid of an Existing Owner up to and including the excess of the principal amount of Bonds held by such Existing Owner over the aggregate principal amount of the Bonds subject to Hold Orders referred to in paragraph (i) above; (B) subject to sub-clause (A) of this paragraph (ii), all Bids of an Existing Owner with the same rate shall be aggregated and considered a single Bid of an Existing Owner up to and including the excess of the principal amount of Bonds held by such Existing Owner over the principal amount of Bonds held by such Existing Owner subject to Hold Orders referred to in sub-paragraph (i) of this paragraph (d); (C) subject to sub-clause (A) of this paragraph (ii), if more than one Hold Order Bid with different rates is submitted on behalf of such Existing Holder and the number of shares of APS subject to Owner, such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, valid Bids of an Existing Owner in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the amount of the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number principal amount of shares of APS Bonds held by such Existing Owner subject to any Hold Order Orders referred to in Section 11.10(c)(iv)(Asub-paragraph (i) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of sharesparagraph (d); and and (D) the number of sharesprincipal amount, if any, of such Bonds subject to Bids not valid considered to be Bids of an Existing Owner under this Section 11.10(c)(iv)(Bparagraph (ii) shall be treated as the subject of a Bid by a Potential HolderOwner at the rate specified therein; and (Ciii) any all Sell Order Orders shall be considered valid Sell Orders, but only up to and including a principal amount of Bonds equal to the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number sum of shares the principal amount of APS the Bonds considered to be subject to Hold Orders referred pursuant to in Section 11.10(c)(iv)(Asub-paragraph (i) of this paragraph (d) and Bids referred the principal amount of Bonds considered to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS be subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each Bids of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number Existing Owner pursuant to sub-paragraph (ii) of shares of APS equal to such excessthis paragraph (d). (ve) If more than one Bid is submitted on behalf of any Potential HolderOwner, each Bid submitted with the same rate shall be aggregated and considered a single Bid and each Bid submitted with a different rate shall be considered a separate Bid with the rate per annum and number the principal amount of shares of APS therein specifiedBonds specified therein. (vif) Any Order Bid submitted by an Existing Owner or a Beneficial Potential Owner specifying a rate lower than the All Hold Rate shall be treated as a Potential Beneficial Owner to its Broker-DealerBid specifying the All Hold Rate, or by a and any such Bid shall be considered as valid and shall be selected in ascending order of the respective rates in the Submitted Bids (as defined in Section 2.04). (g) Neither the Issuer, the Bond Insurer, the Company, the Trustee, the Remarketing Agent nor the Auction Agent shall be responsible for the failure of any Broker-Dealer to submit an Order to the Auction Agent, prior to the Submission Deadline Agent on behalf of any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners Existing Owner or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10Owner.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealerwriting, or by a Broker-Dealer such other electronic means, as shall be reasonably acceptable to the Auction Agent, prior to the Submission Deadline on each Auction Date, all Orders accepted by such Broker-Dealer in accordance with Section 1 above and specifying with respect to each Order or aggregation of Orders pursuant to paragraph (b) of this Section 2: (i) the name of the Broker-Dealer; (ii) the number of Bidders placing Orders, if requested by the Auction Agent; (iii) the aggregate number of Units of Tortoise Notes of the series, if any, that are the subject of the Order; (iv) to the extent that the Bidder is an Existing Holder of Tortoise Notes of the series: (A) the number of Units of Tortoise Notes, if any, of the series subject to any Auction Date shall be irrevocableHold Order placed by the Existing Holder; (B) the number of Units of Tortoise Notes, if any, of the series subject to any Bid placed by the Existing Holder and the rate specified in the Bid; and (C) the number of Units of Tortoise Notes, if any, of the series subject to any Sell Order placed by the Existing Holder; and (v) to the extent the Bidder is a Potential Holder of Tortoise Notes of the series, the rate specified in such Bid. (viib) The Trust If more than one Bid is submitted to a Broker-Dealer on behalf of any single Potential Beneficial Owner, the Broker-Dealer shall not aggregate each Bid on behalf of such Potential Beneficial Owner submitted with the same rate and consider such Bids as a single Bid and shall consider each Bid submitted with a different rate a separate Bid with the rate and the number of Units of Tortoise Notes of the series specified therein. A Broker-Dealer may aggregate the Orders of different Potential Beneficial Owners with those of other Potential Beneficial Owners on whose behalf the Broker-Dealer is submitting Orders and may aggregate the Orders of different Existing Holders with other Existing Holders on whose behalf the Broker-Dealer is submitting Orders; provided, however, Bids may only be aggregated if the interest rates on the Bids are the same. (c) None of the Issuer, the Trustee or the Auction Agent shall be responsible for the failure of any Broker-Dealer to submit an Order to the Auction Agent on behalf of any Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder. (d) Nothing contained herein shall preclude a Broker-Dealer from placing an Order for some or all of the Tortoise Notes of a series for its own account. (e) Until the Submission Deadline, a Broker-Dealer may withdraw or modify any Order previously submitted to the Auction Agent (i) for any reason if the Order was generated by the Auction Desk of the Broker-Dealer for the account of the Broker-Dealer or (ii) to correct a Clerical Error in the case of any other Order, including Orders from the Broker-Dealer which were not originated by the Auction Desk. (f) After the Submission Deadline, and prior to the Error Correction Deadline, a Broker-Dealer may: (i) submit to the Auction Agent an Order received from an Existing Holder, Potential Beneficial Owner or a Broker-Dealer which is not an Order generated by the Auction Desk, in each case prior to the Broker-Dealer Deadline, or an Order generated by the Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline (provided that in each case the Broker-Dealer has a record of such Order and the time when such Order was received or generated) and not submitted to the Auction Agent prior to the Submission Deadline as a result of (A) an event of force majeure or a technological failure which made delivery prior to the Submission Deadline impossible or, under the conditions then prevailing, impracticable or (B) a clerical error on the part of the Broker-Dealer; or (ii) modify or withdraw an Order received from an Existing Holder or a Potential Beneficial Owner or generated by the Broker-Dealer (whether generated by the Broker-Dealer’s Auction Desk or elsewhere within the Broker-Dealer) for its own account and submitted to the Auction Agent prior to the Submission Deadline or pursuant to clause (i) above, if the Broker-Dealer determines that such Order contained a Clerical Error on the part of the Broker-Dealer. In the event a Broker-Dealer makes a submission, modification or withdrawal pursuant to this Section 2(f) and the Auction Agent has already run the Auction, the Auction Agent shall rerun the Auction, taking into account such submission, modification or withdrawal. Each submission, modification or withdrawal of an Order submitted pursuant to this Section 2(f) by a Broker-Dealer after the Submission Deadline and prior to the Error Correction Deadline shall constitute a representation by the Broker-Dealer that (A) in the case of a newly submitted Order or portion thereof or revised Order, the failure to act submit such Order prior to the Submission Deadline resulted from an event described in accordance with the instructions of Beneficial Owners clause (i) above and such Order was received from an Existing Holder or Potential Beneficial Owners Owner or failure is an Order received from the Broker-Dealer that was not originated by the Auction Desk, in each case, prior to comply the Broker-Dealer Deadline, or generated internally by such Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline or (B) in the case of a modified or withdrawn Order, such Order was received from an Existing Holder, a Potential Beneficial Owner or the Broker-Dealer which was not originated by the Auction Desk prior to the Broker-Dealer Deadline, or generated internally by such Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline and such Order as submitted to the Auction Agent contained a Clerical Error on the part of the Broker-Dealer and that such Order has been modified or withdrawn solely to effect a correction of such Clerical Error, and in the case of either (A) or (B), as applicable, the Broker-Dealer has a record of such Order and the time when such Order was received or generated. The Auction Agent shall be entitled to rely conclusively (and shall have no liability for relying) on such representation for any and all purposes of the Auction Procedures. (g) If after the Auction Agent announces the results of an Auction, a Broker-Dealer becomes aware that an error was made by the Auction Agent, the Broker-Dealer shall communicate such awareness to the Auction Agent prior to 5:00 p.m., New York City time on the Auction Date. If the Auction Agent determines there has been such an error (as a result of either a communication from a Broker-Dealer or its own discovery) prior to 3:00 p.m., New York City time on the first day of the next applicable Auction Period with respect to such Auction, the provisions Auction Agent shall correct the error and notify each Broker-Dealer that submitted Bids or held a position in the Tortoise Notes of this Section 11.10the series subject to such Auction of the corrected results. (h) Nothing contained herein shall preclude the Auction Agent from: (i) advising a Broker-Dealer prior to the Submission Deadline that it has not received Sufficient Clearing Bids for Tortoise Notes of the series, provided, however, that if the Auction Agent so advises any Broker-Dealer, it shall so advise all Broker-Dealers; or (ii) verifying the Orders of a Broker-Dealer prior to the Submission Deadline, provided, however, that if the Auction Agent verifies the Orders of any Broker-Dealer, it shall verify the Orders of all Broker-Dealers requesting such verification.

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by Dealer for the Trust) as an Existing Holder in respect of shares subject Auction to Orders submitted or deemed submitted to it by Beneficial Owners be conducted on such Auction Date and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust)Order; (B) the aggregate number of Outstanding shares of APS Preferred Stock that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) Holder the number of Outstanding shares, if any, of APS Preferred Stock subject to any any: (1) Hold Order placed by such Existing Holder; (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, Holder the rate per annum specified in such Potential Holder’s 's Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) .001 of 1%). (iii) If an Order or Orders covering all of the Outstanding shares of APS Preferred Stock held by an Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS Preferred Stock held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS Preferred Stock held by such an Existing Holder are submitted to the Auction Agent, such Order Orders shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding outstanding shares of APS Preferred Stock held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS Preferred Stock subject to such Hold Orders exceeds the number of Outstanding shares of APS Preferred Stock held by such Existing Holder, the number of shares of APS Preferred Stock subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will Order shall cover exactly the number of Outstanding shares of APS Preferred Stock held by such Existing Holder; (B1) any Bids submitted on behalf of such Existing Holder Bid shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, valid up to and including the excess of the number of Outstanding shares of APS Preferred Stock held by such Existing Holder over the number of shares of APS Preferred Stock subject to any Hold Order Orders referred to in Section 11.10(c)(iv)(Aclause (iv)(A) above of paragraph 8(c); (and 2) subject to subclause (1), if more than one Bid with the same rate is submitted on behalf of such Existing Holder specifies and the same rate per annum and together they cover more than the remaining number of shares that can be of Preferred Stock subject to such Bids is greater than the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annumexcess described in subclause (1), the number of shares of Preferred Stock subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, Bids shall cover exactly such remaining number of shares); and the number of sharesshares of Preferred Stock equal to such excess; (3) subject to subclause (1), if more than one Bid with different rates is submitted on behalf of such Existing Holder, such Bids shall be considered valid in the ascending order of their respective rates; and (4) the number, if any, of such shares of Preferred Stock subject to Bids not valid under this Section 11.10(c)(iv)(Bclause (B) shall be treated as the subject of a Bid by a Potential HolderHolder at the rate therein specified; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS Preferred Stock held by such Existing Holder over the number sum of the shares of APS Preferred Stock subject to valid Hold Orders referred to in Section 11.10(c)(iv)(Aclause (iv)(A) of paragraph 8(c) and valid Bids by such Existing Holder referred to in Section 11.10(c)(iv)(Bclause (iv)(B) of paragraph 8(c); , provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS Preferred Stock subject to such Sell Orders is greater than such excess, the number of shares of APS Preferred Stock subject to each of such Sell Orders shall be reduced pro Pro rata so that such Sell Orders, in the aggregate, Orders shall cover exactly the number of shares of APS Preferred Stock equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS Preferred Stock therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner If any rate specified in any Bid is lower than the Minimum Applicable Rate for the Dividend Period with respect to its Broker-Dealerwhich such Bid is made, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date such Bid shall be irrevocabledeemed to be a Bid specifying a rate equal to such Minimum Applicable Rate. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Preferred Shares of a series subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for such shares: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (Bii) the aggregate number of Outstanding shares of APS the Series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of shares of the Series: (1A) the number of Outstanding shares, if any, of APS the Series subject to any Hold Order placed by of such Existing Holder; (2B) the number of Outstanding shares, if any, of APS the Series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number of Outstanding shares, if any, of APS the Series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of shares of the Series, the rate per annum and number of shares of the Series specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares Preferred Shares of APS a series held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares of APS the Series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding shares of the Series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the number of outstanding shares of the Series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number of Outstanding shares Preferred Shares of APS a series subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for shares of such Existing Holder the Series shall be considered valid valid, but only up to and including in the aggregate the number of Outstanding shares of APS the Series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS the Series subject to such Hold Orders exceeds the number of Outstanding shares of APS the Series held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will to cover exactly the number of Outstanding shares of APS the Series held by such Existing Holder; (BA) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess for shares of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order Series shall be considered valid up to and including the excess of the number of Outstanding shares of APS the Series held by such Existing Holder over the number of shares of APS the Series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred above; (B) subject to in Section 11.10(c)(iv)(Bsubclause (A); provided that , if more than one Sell Order Bid of an Existing Holder for shares of the Series is submitted on behalf to the Auction Agent with the same rate and the number of any Existing Holder Outstanding shares of the Series subject to such Bids is greater than such excess, such Bids shall be considered valid up to and including the amount of such excess, and the number of shares of APS the Series subject to such Sell Orders is greater than such excess, each Bid with the same rate shall be reduced pro rata to cover the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS Series equal to such excess; (C) subject to subclauses (A) and (B), if more than one Bid of an Existing Holder for shares of the Series is submitted to the Auction Agent with different rates, such Bids shall be considered valid in the ascending order of their respective rates up to and including the amount of such excess; and (D) in any such event, the number, if any, of such Outstanding shares of the Series subject to any portion of Bids considered not valid in whole or in part under this clause (ii) shall be treated as the subject of a Bid for shares of the Series by or on behalf of a Potential Holder at the rate therein specified; and (iii) all Sell Orders for shares of the Series shall be considered valid up to and including the excess of the number of Outstanding shares of the Series held by such Existing Holder over the sum of shares of the Series subject to valid Hold Orders referred to in clause (i) above and valid Bids referred to in clause (ii) above. (ve) If more than one Bid for one or more Preferred Shares is submitted to the Auction Agent by or on behalf of any Potential Holder, each such Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vif) Any Order submitted by a Beneficial Owner as or a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date Date, shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s 's auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS AMPS that are the subject of such Order; (C) to the extent that such Bidder is a Beneficial Owner or an Existing Holder: (1) the number of Outstanding sharesAMPS, if any, of APS subject to any Hold Order placed by such Beneficial Owner or Existing Holder; (2) the number of Outstanding sharesAMPS, if any, of APS subject to any Bid placed by such Beneficial Owner or Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding sharesAMPS, if any, of APS subject to any Sell Order placed by such Beneficial Owner or Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s 's Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS AMPS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 28 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 28 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS AMPS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS AMPS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS AMPS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS AMPS subject to such Hold Orders exceeds the number of Outstanding shares of APS AMPS held by such Existing Holder, the number of shares of APS AMPS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS AMPS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS AMPS held by such Existing Holder over the number of shares of APS AMPS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS AMPS held by such Existing Holder over the number of shares of APS AMPS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS AMPS subject to such Sell Orders is greater than such excess, the number of shares of APS AMPS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS AMPS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS AMPS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s 's failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline or prior to the Submission Processing Deadline (if certain conditions are satisfied) on each Auction Date all Orders for Tortoise Notes of a series subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the TrustIssuer) as an Existing Holder in respect of shares Tortoise Notes subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares Tortoise Notes subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each such Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the TrustIssuer); (Bii) the aggregate number principal amount of Outstanding shares Tortoise Notes of APS such series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of Tortoise Notes of such series: (1A) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS such series subject to any Hold Order placed by of such Existing Holder; (2B) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS such series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS such series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of Tortoise Notes of such series, the rate per annum and principal amount of Tortoise Notes of such series specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares Tortoise Notes of APS a series held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline or Submission Processing Deadline, as the case may be, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number principal amount of Outstanding shares Tortoise Notes of APS such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding Tortoise Notes of such series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline or Submission Processing Deadline, as the case may be, for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the principal amount of outstanding Tortoise Notes of such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number principal amount of Outstanding shares Tortoise Notes of APS a series subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for Tortoise Notes of such Existing Holder series shall be considered valid valid, but only up to and including in the number aggregate principal amount of Outstanding shares Tortoise Notes of APS such series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf the aggregate principal amount of Tortoise Notes of such Existing Holder and the number of shares of APS series subject to such Hold Orders exceeds the number aggregate principal amount of Outstanding shares Tortoise Notes of APS such series held by such Existing Holder, the number principal amount of shares of APS Tortoise Notes subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in to cover the aggregate, will cover exactly the number principal amount of Outstanding shares Tortoise Notes of APS such series held by such Existing Holder; (Bii) (A) any Bids submitted on behalf Bid for Tortoise Notes of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order series shall be considered valid up to and including the excess of the number principal amount of Outstanding shares Tortoise Notes of APS held by such Existing Holder over the number of shares of APS series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent in writing or by such other method as shall be reasonably acceptable to the Auction Agent, prior to the Submission Deadline on each Auction Date Date, all Orders obtained by such Broker-DealerDealer and specifying, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust)Order; (Bii) the aggregate number principal amount of Outstanding shares of APS Bonds, if any, that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderOwner: (1A) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Hold Order placed by such Existing HolderOwner; (2B) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Bid placed by such Existing Holder Owner and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Sell Order placed by such Existing HolderOwner; and (Div) to the extent such Bidder is a Potential HolderOwner, the rate per annum and amount specified in such Potential HolderOwner’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth of one percent (.001) of 10.001%). (iiic) If an Order or Orders covering all of the Outstanding shares of APS Bonds held by an Existing Holder are Owner is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder Owner covering the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner and not subject to Orders submitted to the Auction Agent; provided, however, that if there is a conversion from one Auction Rate Period to another Auction Rate Period and Orders have not been submitted to the Auction Agent prior to the Submission Deadline covering D-9 the aggregate principal amount of Bonds to be converted held by such Existing Owner, the Auction Agent shall deem a Sell Order to have been submitted on behalf of such Existing Owner covering the principal amount of Bonds to be converted held by such Existing Owner not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number principal amount of Outstanding shares of APS Bonds held by such any Existing Holder Owner are submitted to the Auction Agent, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf of such Existing Holder Orders shall be considered valid Hold Orders, but only up to and including the number aggregate the principal amount of Outstanding shares of APS Bonds held by such Existing Holder; provided that Owner, and if the aggregate principal amount of Bonds subject to such Hold Orders exceeds the aggregate principal amount of Bonds held by such Existing Owner, the aggregate principal amount of Bonds subject to each such Hold Order shall be reduced pro rata to cover the aggregate principal amount of Outstanding Bonds held by such Existing Owner; (A) any Bid of an Existing Owner shall be considered valid as a Bid of an Existing Owner up to and including the excess of the principal amount of Bonds held by such Existing Owner over the aggregate principal amount of the Bonds subject to Hold Orders referred to in paragraph (i) above; (B) subject to sub-clause (A) of this paragraph (ii), all Bids of an Existing Owner with the same rate shall be aggregated and considered a single Bid of an Existing Owner up to and including the excess of the principal amount of Bonds held by such Existing Owner over the principal amount of Bonds held by such Existing Owner subject to Hold Orders referred to in sub-paragraph (i) of this paragraph (d); (C) subject to sub-clause (A) of this paragraph (ii), if more than one Hold Order Bid with different rates is submitted on behalf of such Existing Holder and the number of shares of APS subject to Owner, such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, valid Bids of an Existing Owner in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the amount of the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number principal amount of shares of APS Bonds held by such Existing Owner subject to any Hold Order Orders referred to in Section 11.10(c)(iv)(Asub-paragraph (i) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of sharesparagraph (d); and and (D) the number of sharesprincipal amount, if any, of such Bonds subject to Bids not valid considered to be Bids of an Existing Owner under this Section 11.10(c)(iv)(Bparagraph (ii) shall be treated as the subject of a Bid by a Potential HolderOwner at the rate specified therein; and (Ciii) any all Sell Order Orders shall be considered valid Sell Orders, but only up to and including a principal amount of Bonds equal to the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number sum of shares the principal amount of APS the Bonds considered to be subject to Hold Orders referred pursuant to in Section 11.10(c)(iv)(Asub-paragraph (i) of this paragraph (d) and Bids referred the principal amount of Bonds considered to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS be subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each Bids of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number Existing Owner pursuant to sub-paragraph (ii) of shares of APS equal to such excessthis paragraph (d). (ve) If more than one Bid is submitted on behalf of any Potential HolderOwner, each Bid submitted with the same rate shall be aggregated and considered a single Bid and each Bid submitted with a different rate shall be considered a separate Bid with the rate per annum and number the principal amount of shares of APS therein specifiedBonds specified therein. (vif) Any Order Bid submitted by an Existing Owner or a Beneficial Potential Owner specifying a rate lower than the All Hold Rate shall be treated as a Potential Beneficial Owner to its Broker-DealerBid specifying the All Hold Rate, or by a and any such Bid shall be considered as valid and shall be selected in ascending order of the respective rates in the Submitted Bids (as defined in Section 2.04). (g) Neither the Issuer, the Bond Insurer, the Company, the Trustee, the Remarketing Agent nor the Auction Agent shall be responsible for the failure of any Broker-Dealer to submit an Order to the Auction Agent, prior to the Submission Deadline Agent on behalf of any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners Existing Owner or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10Owner.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for APS subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for such shares: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (Bii) the aggregate number of Outstanding shares of APS that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing Holder:Holder of APS; (1A) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2B) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3C) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of shares of APS, the rate per annum and number of APS specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares of APS held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If any Existing Holder submits through a Broker-Dealer to the Auction Agent one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf of such Existing Holder Orders for APS shall be considered valid valid, but only up to and including in the aggregate the number of Outstanding shares of APS held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will to cover exactly the number of Outstanding shares of APS held by such Existing Holder; (BA) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of for APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred above; (B) subject to in Section 11.10(c)(iv)(Bsubclause (A); provided that , if more than one Sell Order Bid for APS with the same rate is submitted on behalf of any by such Existing Holder and the number of shares of Outstanding APS subject to such Sell Orders Bids is greater than such excess, such Bids shall be considered valid up to and including the amount of such excess, and the number of shares of APS subject to each of such Sell Orders Bid with the same rate shall be reduced pro rata so that such Sell Orders, in the aggregate, to cover exactly the number of shares of APS equal to such excess; (C) subject to subclauses (A) and (B), if more than one Bid for the APS with different rates is submitted by such Existing Holder, such Bids shall be considered valid in the ascending order of their respective rates up to and including the amount of such excess; and (D) in any such event, the number, if any, of such Outstanding APS subject to any portion of Bids considered not valid in whole or in part under the clause (ii) shall be treated as the subject of a Bid for APS by a Potential Holder at the rate therein specified; and (iii) all Sell Orders for the APS shall be considered valid up to and including the excess of the number of Outstanding APS held by such Existing Holder over the sum of the APS subject to valid Hold Orders referred to in clause (i) above and valid Bids by such Existing Holder referred to in clause (ii) above. (ve) If more than one Bid for APS is submitted on behalf of any Potential Holder, each such Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vif) Any An Order submitted by a Beneficial Owner as or a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s 's auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: : (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); ; (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; ; (C) to the extent that such Bidder is an Existing Holder: : (1) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; ; -50- (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and and (3) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s 's Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: : (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; ; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of -51- valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s 's failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10. (d) Determination of Sufficient Clearing Bids, Winning Bid Rate and Applicable Rate. (i) Not earlier than the Submission Deadline on each Auction Date, the Auction Agent shall assemble all Orders submitted or deemed submitted to it by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a "Submitted Hold Order", a "Submitted Bid" or a "Submitted Sell Order", as the case may be, or as a "Submitted Order") and shall determine: (A) the excess of the total number of Outstanding shares of APS over the number of Outstanding shares of APS that are the subject of Submitted Hold Orders (such excess being hereinafter referred to as the "Available APS"); -52- (B) from the Submitted Orders whether the number of Outstanding shares of APS that are the subject of Submitted Bids by Potential Holders specifying one or more rates per annum equal to or lower than the Maximum Applicable Rate exceeds or is equal to the sum of: (1) the number of Outstanding shares of APS that are the subject of Submitted Bids by Existing Holders specifying one or more rates per annum higher than the Maximum Applicable Rate, and (2) the number of Outstanding shares of APS that are subject to Submitted Sell Orders (if such excess or such equality exists (other than because the number of Outstanding shares of APS in clause (1) above and this clause (2) are each zero because all of the Outstanding shares of APS are the subject of Submitted Hold Orders), such Submitted Bids by Potential Holders being hereinafter referred to collectively as "Sufficient Clearing Bids"); and (C) if Sufficient Clearing Bids exist, the lowest rate per annum specified in the Submitted Bids (the "Winning Bid Rate") that if: (1) each Submitted Bid from Existing Holders specifying the Winning Bid Rate and all other Submitted Bids from Existing Holders specifying lower rates per annum were rejected, thus entitling such Existing Holders to continue to hold the shares of APS that are the subject of such Submitted Bids, and (2) each Submitted Bid from Potential Holders specifying the Winning Bid Rate and all other Submitted Bids from Potential Holders specifying lower rates per annum were accepted, thus entitling the Potential Holders to purchase the shares of APS that are the subject of such Submitted Bids, would result in the number of shares subject to all Submitted Bids specifying the Winning Bid Rate or a lower rate per annum being at least equal to the Available APS.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealerwriting, or by a Broker-Dealer such Electronic Means as shall be reasonably acceptable to the Auction Agent, prior to the Submission Deadline on any each Auction Date shall be irrevocablefor Bonds of a Series, all Orders with respect to Bonds of such Series accepted by such Broker-Dealer in accordance with Section 2.01 above and specifying with respect to each Order or aggregation of Orders pursuant to Section 2.02(b) below: (1) the name of the Broker-Dealer; (2) the number of Bidders placing Orders, if requested by the Auction Agent; (3) the aggregate number of Units of Bonds of such Series, if any, that are the subject of such Order, where each Unit is equal to the principal amount of the minimum Authorized Denomination of the Bonds; (4) to the extent that such Bidder is an Existing Owner: (i) the number of Units of Bonds of such Series, if any, subject to any Hold Order placed by such Existing Owner; (ii) the number of Units of Bonds of such Series, if any, subject to any Bid placed by such Existing Owner and the rate specified in such Bid; and (iii) the number of Units of Bonds of such Series, if any, subject to any Sell Order placed by such Existing Owner; and (5) to the extent such Bidder is a Potential Owner, the rate specified in such Bid. (viib) The Trust If more than one Bid is submitted to a Broker-Dealer on behalf of any single Potential Owner, the Broker-Dealer shall not aggregate each Bid on behalf of such Potential Owner submitted with the same rate and consider such Bids as a single Bid and shall consider each Bid submitted with a different rate a separate Bid with the rate and the number of Units of Bonds specified therein. A Broker-Dealer may aggregate the Orders of different Potential Owners with those of other Potential Owners on whose behalf the Broker-Dealer is submitting Orders and may aggregate the Orders of different Existing Owners with other Existing Owners on whose behalf the Broker-Dealer is submitting Orders; provided, however, Bids may only be aggregated if the interest rates on the Bids are the same. (c) None of the Authority, the Company, the Trustee or the Auction Agent shall be responsible for the failure of any Broker-Dealer to submit an Order to the Auction Agent on behalf of any Existing Owner or Potential Owner. (d) Nothing contained herein shall preclude a Broker-Dealer from placing an Order for some or all of the Bonds for its own account. (e) Until the Submission Deadline, a Broker-Dealer may withdraw or modify any Order previously submitted to the Auction Agent (i) for any reason if the Order was generated by the Auction Desk of the Broker-Dealer for the account of the Broker-Dealer or (ii) to correct a Clerical Error in the case of any other Order, including Orders from the Broker-Dealer which were not originated by the Auction Desk. (f) After the Submission Deadline and prior to the Error Correction Deadline, a Broker-Dealer may: (1) submit to the Auction Agent an Order received from an Existing Owner, Potential Owner or a Broker-Dealer which is not an Order originated by the Auction Desk, in each case prior to the Broker-Dealer Deadline, or an Order generated by the Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline (provided that in each case the Broker-Dealer has a record of such Order and the time when such Order was received or generated) and not submitted to the Auction Agent prior to the Submission Deadline as a result of (A) an event of force majeure or a technological failure which made delivery prior to the Submission Deadline impossible or, under the conditions then prevailing, impracticable or (B) a Clerical Error on the part of the Broker-Dealer; or (2) modify or withdraw an Order received from an Existing Owner or Potential Owner or generated by the Broker-Dealer (whether generated by the Broker-Dealer’s Auction Desk or elsewhere within the Broker-Dealer) for its own account and submitted to the Auction Agent prior to the Submission Deadline or pursuant to clause (i) above, if the Broker-Dealer determines that such Order contained a Clerical Error on the part of the Broker-Dealer. In the event a Broker-Dealer makes a submission, modification or withdrawal pursuant to this Section 2.02(f) and the Auction Agent has already run the Auction, the Auction Agent shall rerun the Auction, taking into account such submission, modification or withdrawal. Each submission, modification or withdrawal of an Order submitted pursuant to this Section 2.02(f) by a Broker-Dealer after the Submission Deadline and prior to the Error Correction Deadline shall constitute a representation by the Broker-Dealer that (A) in the case of a newly submitted Order or portion thereof or revised Order, the failure to act submit such Order prior to the Submission Deadline resulted from an event described in accordance with the instructions of Beneficial Owners clause (i) above and such Order was received from an Existing Owner or Potential Beneficial Owners Owner or failure is an Order received from the Broker-Dealer that was not originated by the Auction Desk, in each case, prior to comply the Broker-Dealer Deadline, or generated internally by such Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline or (B) in the case of a modified or withdrawn Order, such Order was received from an Existing Owner, a Potential Owner or the Broker-Dealer which was not originated by the Auction Desk prior to the Broker-Dealer Deadline, or generated internally by such Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline and such Order as submitted to the Auction Agent contained a Clerical Error on the part of the Broker-Dealer and that such Order has been modified or withdrawn solely to effect a correction of such Clerical Error, and in the case of either (A) or (B), as applicable, the Broker-Dealer has a record of such Order and the time when such Order was received or generated. The Auction Agent shall be entitled to rely conclusively (and shall have no liability for relying) on such representation for any and all purposes of the Auction Procedures. (g) If after the Auction Agent announces the results of an Auction, a Broker-Dealer becomes aware that an error was made by the Auction Agent, the Broker-Dealer shall communicate such awareness to the Auction Agent prior to 5:00 p.m. New York City time on the Auction Date (or 2:00 pm. New York City time in the case of Bonds in a daily Auction Period). If the Auction Agent determines there has been such an error (as a result of either a communication from a Broker-Dealer or its own discovery) prior to 3:00 p.m. New York City time on the first day of the Auction Period with respect to which such Auction was conducted, the provisions Auction Agent shall correct the error and notify each Broker-Dealer that submitted Bids or held a position in Bonds in such Auction of this Section 11.10the corrected results. (h) Nothing contained herein shall preclude the Auction Agent from: (1) advising a Broker-Dealer prior to the Submission Deadline that it has not received Sufficient Clearing Bids for the Bonds; provided, however, that if the Auction Agent so advises any Broker-Dealer, it shall so advise all Broker-Dealers; or (2) verifying the Orders of a Broker-Dealer prior to or after the Submission Deadline; provided, however, that if the Auction Agent verifies the Orders of any Broker-Dealer, it shall verify the Orders of all Broker-Dealers requesting such verification.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent in writing or by such other method as shall be reasonably acceptable to the Auction Agent, including such electronic communication acceptable to the parties, prior to the Submission Deadline on each Auction Date Date, all Orders obtained by such Broker-DealerDealer and, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Ownersif requested, and specifying with respect to each Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust)Order; (Bii) the aggregate number principal amount of Outstanding shares of APS Bonds, if any, that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderOwner: (1A) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Hold Order placed by such Existing HolderOwner; (2B) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Bid placed by such Existing Holder Owner and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Sell Order placed by such Existing Holder; andOwner; (Div) to the extent such Bidder is a Potential HolderOwner, the rate per annum specified in such Potential Holder’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth of one percent (.001) of 10.001%). (iiic) If an Order or Orders covering all of the Outstanding shares Bonds of APS a particular Series held by an Existing Holder are Owner is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder Owner covering the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner and not subject to Orders submitted to the Auction Agent; provided, however, that if there is a conversion from one Auction Period to another Auction Period or an amendment or modification to the Indenture pursuant to Section 2.07(b) of this Appendix B and Orders have not been submitted to the Auction Agent prior to the Submission Deadline covering the aggregate principal amount of Bonds of the Series held by such Existing Owner, the Auction Agent shall deem a Sell Order to have been submitted on behalf of such Existing Owner covering the principal amount of Bonds held by such Existing Owner and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number principal amount of Outstanding shares of APS Bonds held by such any Existing Holder Owner are submitted to the Auction Agent, such Order Orders shall be considered valid as follows follows: (i) all Hold Orders shall be considered Hold Orders, but only up to and including in the following order aggregate the principal amount of priority:Bonds held by such Existing Owner; (A) any Hold Order submitted on behalf Bid of such an Existing Holder Owner shall be considered valid as a Bid of an Existing Owner up to and including the number excess of Outstanding shares the principal amount of APS Bonds held by such Existing Holder; provided that Owner over the principal amount of the Bonds subject to Hold Orders referred to in paragraph (i) above; (B) subject to clause (A) above, all Bids of an Existing Owner with the same rate shall be aggregated and considered a single Bid of an Existing Owner up to and including the excess of the principal amount of Bonds held by such Existing Owner over the principal amount of Bonds held by such Existing Owner subject to Hold Orders referred to in paragraph (i) above; (C) subject to clause (A) above, if more than one Hold Order Bid with different rates is submitted on behalf of such Existing Holder and the number of shares of APS subject to Owner, such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, Bids of an Existing Owner in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the amount of the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number principal amount of shares of APS Bonds held by such Existing Owner subject to any Hold Order Orders referred to in Section 11.10(c)(iv)(Aparagraph (i) above above; and (and if more than one Bid submitted on behalf of such Existing Holder specifies D) the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of sharesprincipal amount, if any, of such Bonds subject to Bids not valid considered to be Bids of an Existing Owner under this Section 11.10(c)(iv)(Bparagraph (ii) shall be treated as the subject of a Bid by a Potential Holder; andOwner; (Ciii) any all Sell Order Orders shall be considered valid Sell Orders, but only up to and including a principal amount of Bonds equal to the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number sum of shares the principal amount of APS the Bonds considered to be subject to Hold Orders referred pursuant to in Section 11.10(c)(iv)(Aparagraph (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder above and the number principal amount of shares of APS Bonds considered to be subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each Bids of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal Existing Owner pursuant to such excessparagraph (ii) above. (ve) If more than one Bid is submitted on behalf of any Potential HolderOwner, each Bid submitted with the same rate shall be aggregated and considered a single Bid and each Bid submitted with a different rate shall be considered a separate Bid with the rate per annum and number the principal amount of shares of APS therein specifiedBonds specified therein. (vif) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-DealerNeither the Authority, or by a the Company, the Trustee nor the Auction Agent shall be responsible for the failure of any Broker-Dealer to submit an Order to the Auction Agent, prior to the Submission Deadline Agent on behalf of any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners Existing Owner or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10Owner.

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s 's auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS Preferred Shares that are the subject of such Order;; $$/BREAK/$$END (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding sharesPreferred Shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding sharesPreferred Shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding sharesPreferred Shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s 's Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS Preferred Shares held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 28 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 28 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS Preferred Shares held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS Preferred Shares held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS Preferred Shares held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS Preferred Shares subject to such Hold Orders exceeds the number of Outstanding shares of APS Preferred Shares held by such Existing Holder, the number of shares of APS Preferred Shares subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS Preferred Shares held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS Preferred Shares held by such Existing Holder over the number of shares of APS Preferred Shares subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the $$/BREAK/$$END remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS Preferred Shares held by such Existing Holder over the number of shares of APS Preferred Shares subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS Preferred Shares subject to such Sell Orders is greater than such excess, the number of shares of APS Preferred Shares subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS Preferred Shares equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS Preferred Shares therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s 's failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent in writing or by such other method as shall be reasonably acceptable to the Auction Agent, prior to the Submission Deadline on each Auction Date Date, all Orders obtained by such Broker-DealerDealer and specifying, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust)Order; (Bii) the aggregate number principal amount of Outstanding shares Bonds of APS such Series, if any, that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderOwner: (1A) the number principal amount of Outstanding sharesBonds of such Series, if any, of APS subject to any Hold Order placed by such Existing HolderOwner; (2B) the number principal amount of Outstanding sharesBonds of such Series, if any, of APS subject to any Bid placed by such Existing Holder Owner and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesBonds of such Series, if any, of APS subject to any Sell Order placed by such Existing HolderOwner; and (Div) to the extent such Bidder is a Potential HolderOwner, the rate per annum and amount specified in such Potential HolderOwner’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth of one percent (.001) of 10.001%). (iiic) If an Order or Orders covering all of the Outstanding shares Bonds of APS a Series held by an Existing Holder are Owner is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder Owner covering the number principal amount of Outstanding shares Bonds of APS such Series held by such Existing Holder Owner and not subject to Orders submitted to the Auction Agent; provided, however, that if there is a conversion from one Auction Rate Period to another Auction Rate Period and Orders have not been submitted to the Auction Agent prior to the Submission Deadline covering the aggregate principal amount of Bonds of such Series to be converted held by such Existing Owner, the Auction Agent shall deem a Sell Order to have been submitted on behalf of such Existing Owner covering the principal amount of Bonds of such Series to be converted held by such Existing Owner not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number principal amount of Outstanding shares of APS Bonds held by such any Existing Holder Owner are submitted to the Auction Agent, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf of such Existing Holder Orders shall be considered valid Hold Orders, but only up to and including in the aggregate the principal amount of Bonds of a Series held by such Existing Owner, and if the aggregate principal amount of Bonds subject to such Hold Orders exceeds the aggregate principal amount of Bonds of such Series held by such Existing Owner, the aggregate principal amount of Bonds of such Series subject to each such Hold Order shall be reduced pro rata to cover the aggregate principal amount of Outstanding Bonds held by such Existing Owner; (A) any Bid of an Existing Owner shall be considered valid as a Bid of an Existing Owner up to and including the number excess of Outstanding shares the principal amount of APS Bonds of such Series held by such Existing Holder; provided that Owner over the aggregate principal amount of the Bonds of such Series subject to Hold Orders referred to in paragraph (i) above; (B) subject to sub-clause (A) of this paragraph (ii), all Bids of an Existing Owner with the same rate shall be aggregated and considered a single Bid of an Existing Owner up to and including the excess of the principal amount of Bonds of such Series held by such Existing Owner over the principal amount of Bonds of such Series held by such Existing Owner subject to Hold Orders referred to in sub-paragraph (i) of this paragraph (d); (C) subject to sub-clause (A) of this paragraph (ii), if more than one Hold Order Bid with different rates is submitted on behalf of such Existing Holder and the number of shares of APS subject to Owner, such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, valid Bids of an Existing Owner in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the amount of the excess of the number principal amount of Outstanding shares Bonds of APS such Series held by such Existing Holder Owner over the number principal amount of shares Bonds of APS such Series held by such Existing Owner subject to any Hold Order Orders referred to in Section 11.10(c)(iv)(Asub-paragraph (i) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of sharesparagraph (d); and and (D) the number of sharesprincipal amount, if any, of such Bonds subject to Bids not valid considered to be Bids of an Existing Owner under this Section 11.10(c)(iv)(Bparagraph (ii) shall be treated as the subject of a Bid by a Potential HolderOwner at the rate specified therein; and (Ciii) any all Sell Order Orders shall be considered valid Sell Orders, but only up to and including a principal amount of Bonds equal to the excess of the number principal amount of Outstanding shares Bonds of APS such Series held by such Existing Holder Owner over the number sum of shares the principal amount of APS the Bonds of such Series considered to be subject to Hold Orders referred pursuant to in Section 11.10(c)(iv)(Asub-paragraph (i) of this paragraph (d) and Bids referred the principal amount of Bonds considered to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS be subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each Bids of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number Existing Owner pursuant to sub-paragraph (ii) of shares of APS equal to such excessthis paragraph (d). (ve) If more than one Bid is submitted on behalf of any Potential HolderOwner, each Bid submitted with the same rate shall be aggregated and considered a single Bid and each Bid submitted with a different rate shall be considered a separate Bid with the rate per annum and number the principal amount of shares of APS therein specifiedBonds specified therein. (vif) Any Order Bid submitted by an Existing Owner or a Beneficial Potential Owner specifying a rate lower than the All Hold Rate shall be treated as a Potential Beneficial Owner to its Broker-DealerBid specifying the All Hold Rate, or by a and any such Bid shall be considered as valid and shall be selected in ascending order of the respective rates in the Submitted Bids (as defined in Section 2.04). (g) Neither the Issuer, the Bond Insurer, the Company, the Trustee, the Remarketing Agent nor the Auction Agent shall be responsible for the failure of any Broker-Dealer to submit an Order to the Auction Agent, prior to the Submission Deadline Agent on behalf of any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners Existing Owner or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10Owner.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Tortoise Notes subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the TrustIssuer) as an Existing Holder in respect of shares the Tortoise Notes subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares the Tortoise Notes subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each such Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the TrustIssuer); (Bii) the aggregate number principal amount of Outstanding shares of APS Tortoise Notes that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of Tortoise Notes: (1A) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS subject to any Hold Order placed by of such Existing Holder; (2B) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of Tortoise Notes, the rate per annum and principal amount of Tortoise Notes specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares of APS Tortoise Notes held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number principal amount of Outstanding shares Tortoise Notes held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of APS the Outstanding Tortoise Notes held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the principal amount of outstanding Tortoise Notes held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number principal amount of Outstanding shares of APS Tortoise Notes subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf of such Existing Holder Orders for Tortoise Notes shall be considered valid valid, but only up to and including in the number aggregate principal amount of Outstanding shares of APS Tortoise Notes held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf the aggregate principal amount of such Existing Holder and the number of shares of APS Tortoise Notes subject to such Hold Orders exceeds the number aggregate principal amount of Outstanding shares of APS Tortoise Notes held by such Existing Holder, the number principal amount of shares of APS Tortoise Notes subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in to cover the aggregate, will cover exactly the number principal amount of Outstanding shares of APS Tortoise Notes held by such Existing Holder; (Bii) (A) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order for Tortoise Notes shall be considered valid up to and including the excess of the number principal amount of Outstanding shares of APS held by such Existing Holder over the number of shares of APS Tortoise Notes subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealerwriting, or by a Broker-Dealer such other electronic means, as shall be reasonably acceptable to the Auction Agent, prior to the Submission Deadline on each Auction Date, all Orders accepted by such Broker-Dealer in accordance with Section 1 above and specifying with respect to each Order or aggregation of Orders pursuant to paragraph (b) of this Section 2: (i) the name of the Broker-Dealer; (ii) the number of Bidders placing Orders, if requested by the Auction Agent; (iii) the aggregate number of Units of Tortoise Notes of the series, if any, that are the subject of the Order; (iv) to the extent that the Bidder is an Existing Holder of Tortoise Notes of the series: (A) the number of Units of Tortoise Notes, if any, of the series subject to any Auction Date shall be irrevocableHold Order placed by the Existing Holder; (B) the number of Units of Tortoise Notes, if any, of the series subject to any Bid placed by the Existing Holder and the rate specified in the Bid; and (C) the number of Units of Tortoise Notes, if any, of the series subject to any Sell Order placed by the Existing Holder; and (v) to the extent the Bidder is a Potential Holder of Tortoise Notes of the series, the rate specified in such Bid. (viib) The Trust If more than one Bid is submitted to a Broker-Dealer on behalf of any single Potential Beneficial Owner, the Broker-Dealer shall not aggregate each Bid on behalf of such Potential Beneficial Owner submitted with the same rate and consider such Bids as a single Bid and shall consider each Bid submitted with a different rate a separate Bid with the rate and the number of Units of Tortoise Notes of the series specified therein. A Broker-Dealer may aggregate the Orders of different Potential Beneficial Owners with those of other Potential Beneficial Owners on whose behalf the Broker-Dealer is submitting Orders and may aggregate the Orders of different Existing Holders with other Existing Holders on whose behalf the Broker-Dealer is submitting Orders; provided, however, Bids may only be aggregated if the interest rates on the Bids are the same. (c) None of the Issuer, the Trustee or the Auction Agent shall be responsible for the failure of any Broker-Dealer to submit an Order to the Auction Agent on behalf of any Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder. (d) Nothing contained herein shall preclude a Broker-Dealer from placing an Order for some or all of the Tortoise Notes of a series for its own account. (e) Until the Submission Deadline, a Broker-Dealer may withdraw or modify any Order previously submitted to the Auction Agent (i) for any reason if the Order was generated by the Auction Desk of the Broker-Dealer for the account of the Broker-Dealer or (ii) to correct a Clerical Error in the case of any other Order, including Orders from the Broker- Dealer which were not originated by the Auction Desk. (f) After the Submission Deadline, and prior to the Error Correction Deadline, a Broker-Dealer may: (i) submit to the Auction Agent an Order received from an Existing Holder, Potential Beneficial Owner or a Broker-Dealer which is not an Order generated by the Auction Desk, in each case prior to the Broker-Dealer Deadline, or an Order generated by the Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline (provided that in each case the Broker-Dealer has a record of such Order and the time when such Order was received or generated) and not submitted to the Auction Agent prior to the Submission Deadline as a result of (A) an event of force majeure or a technological failure which made delivery prior to the Submission Deadline impossible or, under the conditions then prevailing, impracticable or (B) a clerical error on the part of the Broker-Dealer; or (ii) modify or withdraw an Order received from an Existing Holder or a Potential Beneficial Owner or generated by the Broker-Dealer (whether generated by the Broker-Dealer’s Auction Desk or elsewhere within the Broker-Dealer) for its own account and submitted to the Auction Agent prior to the Submission Deadline or pursuant to clause (i) above, if the Broker-Dealer determines that such Order contained a Clerical Error on the part of the Broker-Dealer. In the event a Broker-Dealer makes a submission, modification or withdrawal pursuant to this Section 2(f) and the Auction Agent has already run the Auction, the Auction Agent shall rerun the Auction, taking into account such submission, modification or withdrawal. Each submission, modification or withdrawal of an Order submitted pursuant to this Section 2(f) by a Broker-Dealer after the Submission Deadline and prior to the Error Correction Deadline shall constitute a representation by the Broker-Dealer that (A) in the case of a newly submitted Order or portion thereof or revised Order, the failure to act submit such Order prior to the Submission Deadline resulted from an event described in accordance with the instructions of Beneficial Owners clause (i) above and such Order was received from an Existing Holder or Potential Beneficial Owners Owner or failure is an Order received from the Broker-Dealer that was not originated by the Auction Desk, in each case, prior to comply the Broker-Dealer Deadline, or generated internally by such Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline or (B) in the case of a modified or withdrawn Order, such Order was received from an Existing Holder, a Potential Beneficial Owner or the Broker-Dealer which was not originated by the Auction Desk prior to the Broker-Dealer Deadline, or generated internally by such Broker-Dealer’s Auction Desk for its own account prior to the Submission Deadline and such Order as submitted to the Auction Agent contained a Clerical Error on the part of the Broker-Dealer and that such Order has been modified or withdrawn solely to effect a correction of such Clerical Error, and in the case of either (A) or (B), as applicable, the Broker-Dealer has a record of such Order and the time when such Order was received or generated. The Auction Agent shall be entitled to rely conclusively (and shall have no liability for relying) on such representation for any and all purposes of the Auction Procedures. (g) If after the Auction Agent announces the results of an Auction, a Broker-Dealer becomes aware that an error was made by the Auction Agent, the Broker-Dealer shall communicate such awareness to the Auction Agent prior to 5:00 p.m., New York City time on the Auction Date. If the Auction Agent determines there has been such an error (as a result of either a communication from a Broker-Dealer or its own discovery) prior to 3:00 p.m., New York City time on the first day of the next applicable Auction Period with respect to such Auction, the provisions Auction Agent shall correct the error and notify each Broker-Dealer that submitted Bids or held a position in the Tortoise Notes of this Section 11.10the series subject to such Auction of the corrected results. (h) Nothing contained herein shall preclude the Auction Agent from: (i) advising a Broker-Dealer prior to the Submission Deadline that it has not received Sufficient Clearing Bids for Tortoise Notes of the series, provided, however, that if the Auction Agent so advises any Broker-Dealer, it shall so advise all Broker-Dealers; or (ii) verifying the Orders of a Broker-Dealer prior to the Submission Deadline, provided, however, that if the Auction Agent verifies the Orders of any Broker- Dealer, it shall verify the Orders of all Broker-Dealers requesting such verification.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Preferred Shares subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for such shares: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (Bii) the aggregate number of Outstanding shares of APS the applicable Series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of shares of the applicable Series: (1A) the number of Outstanding shares, if any, of APS such Series subject to any Hold Order placed by of such Existing Holder; (2B) the number of Outstanding shares, if any, of APS such Series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number of Outstanding shares, if any, of APS such Series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of shares of the applicable Series, the rate per annum and number of shares of such Series specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares of APS Preferred Shares held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares of APS the applicable Series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding shares of the Series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the number of outstanding shares of the Series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number of Outstanding shares of APS Preferred Shares subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for shares of such Existing Holder the applicable Series shall be considered valid valid, but only up to and including in the aggregate the number of Outstanding shares of APS such Series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS such Series subject to such Hold Orders exceeds the number of Outstanding shares of APS such Series held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will to cover exactly the number of Outstanding shares of APS such Series held by such Existing Holder; (Bii) (A) any Bids submitted on behalf Bid for shares of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order Series shall be considered valid up to and including the excess of the number of Outstanding shares of APS such Series held by such Existing Holder over the number of shares of APS such Series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit to the Auction Agent in writing or writing, through the Auction Agent’s auction processing system or by such other electronic means, as shall be reasonably acceptable to the Auction Agent Agent, prior to the Submission Deadline on each Auction Date Date, all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order or aggregation of Orders pursuant to paragraph (e) of this Section 2: (i) the principal amount of the Bidders placing Orders; (ii) the aggregate principal amount of Tortoise Notes of the series, if any, that are the subject of the Order; (iii) to the extent that the Bidder is an Existing Holder of Tortoise Notes of the series: (A) the name principal amount of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding sharesTortoise Notes, if any, of APS the series subject to any Hold Order placed by such the Existing Holder; (2B) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS the series subject to any Bid placed by such the Existing Holder and the rate per annum specified in such the Bid; and (3C) the number principal amount of Outstanding sharesTortoise Notes, if any, of APS the series subject to any Sell Order placed by such the Existing Holder; and (Div) to the extent such the Bidder is a Potential HolderHolder of Tortoise Notes of the series, the rate per annum specified in such Potential Holder’s Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS subject to such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (vb) If more than one Bid is submitted on behalf of any Potential HolderBeneficial Owner, each Bid submitted with the same rate shall be aggregated and considered a single Bid and each Bid submitted with a different rate shall be considered a separate Bid with the rate per annum and number the principal amount of shares Tortoise Notes of APS therein specifiedthe series specified therein. A Broker Dealer may aggregate the Orders of different Potential Beneficial Owners on whose behalf such Broker-Dealer is submitting Orders; provided, however, Bids may only be aggregated if the rates on the Bids are the same when rounded pursuant to the provisions of paragraph (b) of Section 3 of this Appendix A. Notwithstanding the foregoing, the Auction Agent may at any time request that such Orders be separate for each different Potential Beneficial Owner. (vic) Any None of the Company or the Auction Agent shall be responsible for the failure of any Broker-Dealer to submit an Order to the Auction Agent on behalf of any Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder. (d) Nothing contained herein shall preclude a Broker-Dealer from placing an Order for some or all of the Tortoise Notes of a series for its own account. (e) Until the Submission Deadline, a Broker-Dealer may, for any reason, withdraw or modify any Order previously submitted by to the Auction Agent. (f) After the Submission Deadline, and prior to the Error Correction Deadline, a Broker-Dealer may: (i) submit to the Auction Agent an Order received from a Beneficial Owner as a or Potential Beneficial Owner to or generated from its own account by the Broker-Dealer, or by a Broker-Dealer to the Auction Agent, in either case prior to the Submission Deadline and not submitted to the Auction Agent prior to the Submission Deadline as a result of (A) an event of force majeure or a technological failure which made delivery prior to the Submission Deadline impossible or (B) a clerical error on the part of the Broker-Dealer; or (ii) modify or withdraw an Order received or generated for its own account by the Broker-Dealer and submitted to the Auction Agent prior to the Submission Deadline, if the Broker-Dealer determines that such Order contained a clerical error on the part of the Broker-Dealer. In the event a Broker-Dealer makes such a submission, modification or withdrawal and the Auction Agent has already run the Auction, the Auction Agent shall rerun the Auction, taking into account such submission, modification or withdrawal. Such a submission, modification or withdrawal shall be deemed to constitute a representation by the Broker-Dealer that, in the case of a newly submitted Order, the failure to submit such Order prior to the Submission Deadline resulted from an event described in clause (i) above and such Order was received from a Beneficial Owner or Potential Beneficial Owner prior to the Submission Deadline or generated internally by the Broker-Dealer for its own account prior to the Submission Deadline and, in the case of a modified or withdrawn Order, that the Order as originally submitted contained a clerical error on the part of the Broker-Dealer. The Auction Agent shall be entitled to rely conclusively (and shall be fully protected in so relying) for any and all purposes of the Auction Procedures on any Order submitted to, modified or withdrawn from the Auction Date shall be irrevocableAgent after the Submission Deadline and prior to the Error Correction Deadline as having been submitted, modified or withdrawn in compliance with the Auction Procedures. (viig) The Trust shall not be responsible for If after the Auction Agent announces the results of an Auction a Broker-Dealer becomes aware that an error was made by the Auction Agent, the Broker-Dealer may communicate its concern to the Auction Agent prior to the Error Correction Deadline. If the Auction Agent determines there has been such an error (as a result of either a communication from a Broker-Dealer or its own internal review) prior to the final settlement of transfers with respect to such Auction at the Securities Depository, the Auction Agent shall correct the error and notify each Broker-Dealer that submitted Bids or held a position in the Tortoise Notes of the series subject to such Auction of the corrected results. If an error by the Auction Agent is discovered after such final settlement, the Auction Agent may make the change and post new results if the Auction Agent receives consent (which may be oral) from each Broker-Dealer that submitted a Bid or held a position in the Auction. (h) Nothing contained herein shall preclude the Auction Agent from: (i) advising a Broker-Dealer prior to the Submission Deadline that it has not received Sufficient Clearing Bids for Tortoise Notes of the series, provided, however, that if the Auction Agent so advises any Broker-Dealer’s failure , it shall so advise all Broker-Dealers; (ii) verifying the Orders of a Broker-Dealer prior to act the Submission Deadline, provided, however, that if the Auction Agent verifies the Orders of any Broker-Dealer, it shall verify the Orders of all Broker-Dealers requesting such verification; or (iii) contacting a Broker-Dealer who has submitted an Order that does not conform to the requirements of these Auction Procedures and requesting that such Broker-Dealer resubmit such Order so that it conforms to the requirements of these Auction Procedures; provided, however, that if the Auction Agent has not received a corrected conforming Order within one hour of the Submission Deadline, the Auction Agent shall, to the extent possible, adjust such Order in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply conformity with the provisions of this Section 11.10these Auction Procedures, and, if the Auction Agent is unable to so adjust such Order, the Auction Agent shall reject such Order.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for shares of MuniPreferred of a series subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the TrustFund) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for such shares: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the TrustFund); (Bii) the aggregate number of Outstanding shares of APS such series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of shares of such series: (1A) the number of Outstanding shares, if any, of APS such series subject to any Hold Order placed by of such Existing Holder; (2B) the number of Outstanding shares, if any, of APS such series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number of Outstanding shares, if any, of APS such series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of shares of such series, the rate per annum and number of shares of such series specified in such Potential Holder’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares of APS MuniPreferred of a series held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares of APS such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding shares of such series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the number of outstanding shares of such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number of Outstanding shares of APS MuniPreferred of a series subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for shares of such Existing Holder series shall be considered valid valid, but only up to and including in the aggregate the number of Outstanding shares of APS such series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS such series subject to such Hold Orders exceeds the number of Outstanding shares of APS such series held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will to cover exactly the number of Outstanding shares of APS such series held by such Existing Holder; (BA) any Bids submitted on behalf Bid for shares of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order series shall be considered valid up to and including the excess of the number of Outstanding shares of APS such series held by such Existing Holder over the number of shares of APS such series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred above; (B) subject to in Section 11.10(c)(iv)(Bsubclause (A); provided that , if more than one Sell Order Bid of an Existing Holder for shares of such series is submitted on behalf to the Auction Agent with the same rate and the number of any Existing Holder Outstanding shares of such series subject to such Bids is greater than such excess, such Bids shall be considered valid up to and including the amount of such excess, and the number of shares of APS such series subject to such Sell Orders is greater than such excess, each Bid with the same rate shall be reduced pro rata to cover the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS series equal to such excess; (C) subject to subclauses (A) and (B), if more than one Bid of an Existing Holder for shares of such series is submitted to the Auction Agent with different rates, such Bids shall be considered valid in the ascending order of their respective rates up to and including the amount of such excess; and (D) in any such event, the number, if any, of such Outstanding shares of such series subject to any portion of Bids considered not valid in whole or in part under this clause (ii) shall be treated as the subject of a Bid for shares of such series by or on behalf of a Potential Holder at the rate therein specified; and (iii) all Sell Orders for shares of such series shall be considered valid up to and including the excess of the number of Outstanding shares of such series held by such Existing Holder over the sum of shares of such series subject to valid Hold Orders referred to in clause (i) above and valid Bids referred to in clause (ii) above. (ve) If more than one Bid for one or more shares of a series of MuniPreferred is submitted to the Auction Agent by or on behalf of any Potential Holder, each such Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vif) Any Order submitted by a Beneficial Owner as or a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date Date, shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent in writing or by such other method as shall be reasonably acceptable to the Auction Agent, prior to the Submission Deadline on each Auction Date Date, all Orders obtained by such Broker-DealerDealer and specifying, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust)Order; (Bii) the aggregate number principal amount of Outstanding shares of APS Bonds, if any, that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderOwner: (1A) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Hold Order placed by such Existing HolderOwner; (2B) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Bid placed by such Existing Holder Owner and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesBonds, if any, of APS subject to any Sell Order placed by such Existing HolderOwner; and (Div) to the extent such Bidder is a Potential HolderOwner, the rate per annum and amount specified in such Potential HolderOwner’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth of one percent (.001) of 10.001%). (iiic) If an Order or Orders covering all of the Outstanding shares of APS Bonds held by an Existing Holder are Owner is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted on behalf of such Existing Holder Owner covering the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner and not subject to Orders submitted to the Auction Agent; provided, however, that if there is a conversion from one Auction Rate Period to another Auction Rate Period and Orders have not been submitted to the Auction Agent prior to the Submission Deadline covering the aggregate principal amount of Bonds to be converted held by such Existing Owner, the Auction Agent shall deem a Sell Order to have been submitted on behalf of such Existing Owner covering the principal amount of Bonds to be converted held by such Existing Owner not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number principal amount of Outstanding shares of APS Bonds held by such any Existing Holder Owner are submitted to the Auction Agent, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf of such Existing Holder Orders shall be considered valid Hold Orders, but only up to and including the number aggregate the principal amount of Outstanding shares of APS Bonds held by such Existing Holder; provided that Owner, and if the aggregate principal amount of Bonds subject to such Hold Orders exceeds the aggregate principal amount of Bonds held by such Existing Owner, the aggregate principal amount of Bonds subject to each such Hold Order shall be reduced pro rata to cover the aggregate principal amount of Outstanding Bonds held by such Existing Owner; (A) any Bid of an Existing Owner shall be considered valid as a Bid of an Existing Owner up to and including the excess of the principal amount of Bonds held by such Existing Owner over the aggregate principal amount of the Bonds subject to Hold Orders referred to in paragraph (i) above; (B) subject to sub-clause (A) of this paragraph (ii), all Bids of an Existing Owner with the same rate shall be aggregated and considered a single Bid of an Existing Owner up to and including the excess of the principal amount of Bonds held by such Existing Owner over the principal amount of Bonds held by such Existing Owner subject to Hold Orders referred to in sub-paragraph (i) of this paragraph (d); (C) subject to sub-clause (A) of this paragraph (ii), if more than one Hold Order Bid with different rates is submitted on behalf of such Existing Holder and the number of shares of APS subject to Owner, such Hold Orders exceeds the number of Outstanding shares of APS held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, valid Bids of an Existing Owner in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the amount of the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number principal amount of shares of APS Bonds held by such Existing Owner subject to any Hold Order Orders referred to in Section 11.10(c)(iv)(Asub-paragraph (i) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of sharesparagraph (d); and and (D) the number of sharesprincipal amount, if any, of such Bonds subject to Bids not valid considered to be Bids of an Existing Owner under this Section 11.10(c)(iv)(Bparagraph (ii) shall be treated as the subject of a Bid by a Potential HolderOwner at the rate specified therein; and (Ciii) any all Sell Order Orders shall be considered valid Sell Orders, but only up to and including a principal amount of Bonds equal to the excess of the number principal amount of Outstanding shares of APS Bonds held by such Existing Holder Owner over the number sum of shares the principal amount of APS the Bonds considered to be subject to Hold Orders referred pursuant to in Section 11.10(c)(iv)(Asub-paragraph (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.paragraph

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Preferred Shares subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for such shares: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (Bii) the aggregate number of Outstanding shares of APS the applicable Series that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of shares of the applicable Series: (1A) the number of Outstanding shares, if any, of APS such Series subject to any Hold Order placed by of such Existing Holder; (2B) the number of Outstanding shares, if any, of APS such Series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number of Outstanding shares, if any, of APS such Series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of shares of the applicable Series, the rate per annum and number of shares of such Series specified in such Potential Holder’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares of APS Preferred Shares held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares of APS the applicable Series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding shares of the Series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the number of outstanding shares of the Series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number of Outstanding shares of APS Preferred Shares subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for shares of such Existing Holder the applicable Series shall be considered valid valid, but only up to and including in the aggregate the number of Outstanding shares of APS such Series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS such Series subject to such Hold Orders exceeds the number of Outstanding shares of APS such Series held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will to cover exactly the number of Outstanding shares of APS such Series held by such Existing Holder; (Bii) (A) any Bids submitted on behalf Bid for shares of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order Series shall be considered valid up to and including the excess of the number of Outstanding shares of APS such Series held by such Existing Holder over the number of shares of APS such Series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Series E Notes subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the TrustIssuer) as an Existing Holder in respect of shares Series E Notes subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares Series E Notes subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each such Order: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the TrustIssuer); (Bii) the aggregate number principal amount of Outstanding shares of APS Series E Notes that are the subject of such Order; (Ciii) to the extent that such Bidder is an Existing HolderHolder of Series E Notes: (1A) the number principal amount of Outstanding sharesSeries E Notes, if any, of APS subject to any Hold Order placed by of such Existing Holder; (2B) the number principal amount of Outstanding sharesSeries E Notes, if any, of APS subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number principal amount of Outstanding sharesSeries E Notes, if any, of APS subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of Series E Notes, the rate per annum and principal amount of Series E Notes specified in such Potential Holder’s Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares of APS Series E Notes held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number principal amount of Outstanding shares Series E Notes held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of APS the Outstanding Series E Notes held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder covering the principal amount of outstanding Series E Notes held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number principal amount of Outstanding shares of APS Series E Notes subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf of such Existing Holder Orders for Series E Notes shall be considered valid valid, but only up to and including in the number aggregate principal amount of Outstanding shares of APS Series E Notes held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf the aggregate principal amount of such Existing Holder and the number of shares of APS Series E Notes subject to such Hold Orders exceeds the number aggregate principal amount of Outstanding shares of APS Series E Notes held by such Existing Holder, the number principal amount of shares of APS Series E Notes subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in to cover the aggregate, will cover exactly the number principal amount of Outstanding shares of APS Series E Notes held by such Existing Holder; (Bii) (A) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order for Series E Notes shall be considered valid up to and including the excess of the number principal amount of Outstanding shares of APS held by such Existing Holder over the number of shares of APS Series E Notes subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s 's auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS Preferred Shares that are the subject of such Order; (C) to the extent that such Bidder is an Existing Holder: (1) the number of Outstanding sharesPreferred Shares, if any, of APS subject to any Hold Order placed by such Existing Holder; (2) the number of Outstanding sharesPreferred Shares, if any, of APS subject to any Bid placed by such Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding sharesPreferred Shares, if any, of APS subject to any Sell Order placed by such Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s 's Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS Preferred Shares held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 28 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 28 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS Preferred Shares held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS Preferred Shares held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS Preferred Shares held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS Preferred Shares subject to such Hold Orders exceeds the number of Outstanding shares of APS Preferred Shares held by such Existing Holder, the number of shares of APS Preferred Shares subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS Preferred Shares held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS Preferred Shares held by such Existing Holder over the number of shares of APS Preferred Shares subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS Preferred Shares held by such Existing Holder over the number of shares of APS Preferred Shares subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS Preferred Shares subject to such Sell Orders is greater than such excess, the number of shares of APS Preferred Shares subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS Preferred Shares equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS Preferred Shares therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s 's failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.

Submission of Orders by Broker-Dealers to Auction Agent. (ia) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Preferred Shares of a series subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying shall specify with respect to each OrderOrder for such shares: (Ai) the name of the Bidder placing such Order (which shall be the Broker-Broker- Dealer unless otherwise permitted by the Trust); (Bii) the aggregate number of Outstanding shares of APS such series that are the subject of such Orderorder; (Ciii) to the extent that such Bidder is an Existing HolderHolder of shares of such series: (1A) the number of Outstanding shares, if any, of APS such series subject to any Hold Order placed by of such Existing Holder; (2B) the number of Outstanding shares, if any, of APS such series subject to any Bid placed by of such Existing Holder and the rate per annum specified in such Bid; and (3C) the number of Outstanding shares, if any, of APS such series subject to any Sell Order placed by of such Existing Holder; and (Div) to the extent such Bidder is a Potential HolderHolder of shares of such series, the rate per annum and number of shares of such series specified in such Potential Holder’s 's Bid. (iib) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-one thousandth (.001) of 1%. (iiic) If an Order or Orders covering all of the Outstanding shares outstanding Preferred Shares of APS a series held by an any Existing Holder are is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 days) to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares of APS such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding shares of such series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem a Sell order to have been submitted by or on behalf of such Existing Holder covering the number of outstanding shares of such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (ivd) If one or more Orders on behalf of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number of Outstanding shares Preferred Shares of APS a series subject to an Auction held by such Existing Holder are submitted to the Auction AgentHolder, such Order Orders shall be considered valid as follows and in the following order of priority: (Ai) any all Hold Order submitted on behalf Orders for shares of such Existing Holder series shall be considered valid valid, but only up to and including in the aggregate the number of Outstanding shares of APS such series held by such Existing Holder; provided that , and if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS such series subject to such Hold Orders exceeds the number of Outstanding shares of APS such series held by such Existing Holder, the number of shares of APS subject to each of such Hold Orders Order shall be reduced pro rata so that such Hold Orders, in the aggregate, will to cover exactly the number of Outstanding shares of APS such series held by such Existing Holder; (Bii) (A) any Bids submitted on behalf Bid for shares of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS held by such Existing Holder over the number of shares of APS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order series shall be considered valid up to and including the excess of the number of Outstanding shares of APS such series held by such Existing Holder over the number of shares of APS such series subject to any Hold Orders referred to in Section 11.10(c)(iv)(Aclause (i) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS subject to such Sell Orders is greater than such excess, the number of shares of APS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.above;

Submission of Orders by Broker-Dealers to Auction Agent. (i) Each Broker-Dealer shall submit in writing or through the Auction Agent’s auction processing system to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and specifying with respect to each Order: (A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust); (B) the aggregate number of Outstanding shares of APS AMPS that are the subject of such Order; (C) to the extent that such Bidder is a Beneficial Owner or an Existing Holder: (1) the number of Outstanding sharesAMPS, if any, of APS subject to any Hold Order placed by such Beneficial Owner or Existing Holder; (2) the number of Outstanding sharesAMPS, if any, of APS subject to any Bid placed by such Beneficial Owner or Existing Holder and the rate per annum specified in such Bid; and (3) the number of Outstanding sharesAMPS, if any, of APS subject to any Sell Order placed by such Beneficial Owner or Existing Holder; and (D) to the extent such Bidder is a Potential Holder, the rate per annum specified in such Potential Holder’s Bid. (ii) If any rate per annum specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of 1%. (iii) If an Order or Orders covering all of the Outstanding shares of APS AMPS held by an Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of an Auction relating to a Special Dividend Period of 91 28 days or less) or a Sell Order (in the case of an Auction relating to a Special Dividend Period of longer than 91 28 days) to have been submitted on behalf of such Existing Holder covering the number of Outstanding shares of APS AMPS held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (iv) If one or more Orders on behalf of an Existing Holder covering in the aggregate more than the number of Outstanding shares of APS AMPS held by such Existing Holder are submitted to the Auction Agent, such Order shall be considered valid as follows and in the following order of priority: (A) any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Outstanding shares of APS AMPS held by such Existing Holder; provided that if more than one Hold Order is submitted on behalf of such Existing Holder and the number of shares of APS AMPS subject to such Hold Orders exceeds the number of Outstanding shares of APS AMPS held by such Existing Holder, the number of shares of APS AMPS subject to each of such Hold Orders shall be reduced pro rata so that such Hold Orders, in the aggregate, will cover exactly the number of Outstanding shares of APS AMPS held by such Existing Holder; (B) any Bids submitted on behalf of such Existing Holder shall be considered valid, in the ascending order of their respective rates per annum if more than one Bid is submitted on behalf of such Existing Holder, up to and including the excess of the number of Outstanding shares of APS AMPS held by such Existing Holder over the number of shares of APS AMPS subject to any Hold Order referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted on behalf of such Existing Holder specifies the same rate per annum and together they cover more than the remaining number of shares that can be the subject of valid Bids after application of Section 11.10(c)(iv)(A) above and of the foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per annum, the number of shares subject to each of such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover exactly such remaining number of shares); and the number of shares, if any, subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as the subject of a Bid by a Potential Holder; and (C) any Sell Order shall be considered valid up to and including the excess of the number of Outstanding shares of APS AMPS held by such Existing Holder over the number of shares of APS AMPS subject to Hold Orders referred to in Section 11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that if more than one Sell Order is submitted on behalf of any Existing Holder and the number of shares of APS AMPS subject to such Sell Orders is greater than such excess, the number of shares of APS AMPS subject to each of such Sell Orders shall be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly the number of shares of APS AMPS equal to such excess. (v) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate per annum and number of shares of APS AMPS therein specified. (vi) Any Order submitted by a Beneficial Owner as a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date shall be irrevocable. (vii) The Trust shall not be responsible for a Broker-Dealer’s failure to act in accordance with the instructions of Beneficial Owners or Potential Beneficial Owners or failure to comply with the provisions of this Section 11.10.