Common use of Voting Procedures Clause in Contracts

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of Preferred Shares to elect additional trustees as described in Section 11.5(b) above, the Trust shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Agent and any other applicable registrar, or if the Trust does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of beneficial interest of the Trust), shall be entitled to elect the number of directors prescribed in Section 11.5(b) above. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to a date not more than 120 days after the original record date. (ii) Except as otherwise required by applicable law, for purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylaws, by the other provisions of the Declaration of Trust, by statute or otherwise, a share of APS which is not Outstanding shall not be counted. (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares pursuant to Section 11.5(b) above shall terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of shares of Preferred Shares to elect additional trustees as described in Section 11.5(b) above, the Trust shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Agent and any other applicable registrar, or if the Trust does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of beneficial interest of the Trust), shall be entitled to elect the number of directors prescribed in Section 11.5(b) above. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to a date not more than 120 days after the original record date. (ii) Except as otherwise required by applicable law, for For purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these BylawsBy-Laws, by the other provisions of the Declaration of Trust, by statute or otherwise, a share of APS which is not Outstanding shall not be counted. (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares pursuant to Section 11.5(b) above shall terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of Preferred Shares preferred shares of beneficial interest of the Trust to elect additional trustees as described in Section 11.5(b) above, the Trust shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares preferred shares of beneficial interest of the Trust other than AMPS to mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Agent and any other applicable registrar, or if the Trust does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting PeriodPeriod at which trustees are to be elected, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of beneficial interest of the Trust), shall be entitled to elect the number of directors Trustees prescribed in Section 11.5(b) above. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to a date not more than 120 days after the original record date. (ii) Except as otherwise required by applicable law, for purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylaws, by the other provisions of the Declaration of Trust, by statute or otherwise, a share of APS an Auction Market Preferred Share which is not Outstanding shall not be counted. (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares preferred shares of beneficial interest of the Trust to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares preferred shares of beneficial interest of the Trust and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Sharespreferred shares of beneficial interest of the Trust, shall constitute the duly elected trustees of the Trust. (iv) Simultaneously with the expiration termination of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares pursuant to Section 11.5(b) above Additional Trustees shall automatically terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of Preferred Shares to elect additional trustees as described in Section 11.5(bparagraph 6(b) above, the Trust shall notify the Paying Agent and the Paying Agent shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail holders, by mailing a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Paying Agent and any other applicable registrar, or if the Trust Paying Agent does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of capital shares of beneficial interest of the Trust), shall be entitled to elect the number of directors trustees prescribed in Section 11.5(bparagraph 6(b) aboveabove on a one-vote-per-share basis. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to until a date not more than 120 days after the original record datequorum is present. (ii) Except as otherwise required by applicable law, for For purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylawsthis Section 12.2, by the other provisions of the Declaration of TrustTrust and the By-laws, by statute or otherwise, a no Holder shall be entitled to vote and no share of APS which is not Outstanding RP shall not be counteddeemed to be "outstanding" for the purpose of voting or determining the number of shares required to constitute a quorum if, prior to or concurrently with the time of determination of shares entitled to vote or shares deemed outstanding for quorum purposes, as the case may be, sufficient funds for the redemption of such shares have been deposited in trust with the Paying Agent for that purpose and the requisite Notice of Redemption with respect to such shares shall have been given as provided in paragraph 4 of this Part I. No share of RP held by the Trust or any affiliate of the Trust shall have any voting rights or be deemed to be outstanding for voting purposes. (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares pursuant to Section 11.5(bparagraph 6(b) above shall terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(bparagraph 6(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(bparagraph 6(b)(ii).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of shares of Preferred Shares to elect additional trustees as described in Section 11.5(bparagraph 6(b) above, the Trust shall notify the Paying Agent and the Paying Agent shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail holders, by mailing a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Paying Agent and any other applicable registrar, or if the Trust Paying Agent does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of capital shares of beneficial interest of the Trust), shall be entitled to elect the number of directors trustees prescribed in Section 11.5(bparagraph 6 (b) aboveabove on a one-vote-per-share basis. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to until a date not more than 120 days after the original record datequorum is present. (ii) Except as otherwise required by applicable law, for For purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylawsthis Section 12.2, by the other provisions of the Declaration of TrustTrust and the By-laws, by statute or otherwise, a no Holder shall be entitled to vote and no share of APS which is not Outstanding RP shall not be counteddeemed to be "outstanding" for the purpose of voting or determining the number of shares required to constitute a quorum if, prior to or concurrently with the time of determination of shares entitled to vote or shares deemed outstanding for quorum purposes, as the case may be, sufficient funds for the redemption of such shares have been deposited in trust with the Paying Agent for that purpose and the requisite Notice of Redemption with respect to such shares shall have been given as provided in paragraph 4 of this Part I. No share of RP held by the Trust or any affiliate of the Trust shall have any voting rights or be deemed to be outstanding for voting purposes. (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares pursuant to Section 11.5(bparagraph 6(b) above shall terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(bparagraph 6(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(bparagraph 6(b)(ii).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of shares of Preferred Shares (including shares of each series of RP) to elect additional trustees Trustees as described in Section 11.5(bparagraph 6(b) above, the Trust shall notify the Paying Agent and the Paying Agent shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail holders, by mailing a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Paying Agent and any other applicable registrar, or if the Trust Paying Agent does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of capital shares of beneficial interest of the Trust), shall be entitled to elect the number of directors Trustees prescribed in Section 11.5(bparagraph 6(b) aboveabove on a one-vote-per-share basis. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to until a date not more than 120 days after the original record datequorum is present. (ii) Except as otherwise required by applicable law, for For purposes of determining any rights of the Holders of shares of any series of RP to vote on any matter or the number of shares required to constitute a quorummatter, whether such right is created by these Bylawsthis Section 12.1, by the other provisions of the Declaration of TrustTrust or the Bylaws, by statute or otherwise, a no Holder of shares of any series of RP shall be entitled to vote and no share of APS any series of RP shall be deemed to be "outstanding" for the purpose of voting or determining the number of shares required to constitute a quorum if, prior to or concurrently with the time of determination of shares entitled to vote or shares deemed outstanding for quorum purposes, as the case may be, sufficient funds (in the form of cash or Municipal Bonds rated at least P-l, MIG-1 or VMIG-1 by Moodx'x xxx A-l+ or SP-1+ by S&P and which is not Outstanding mature prior to the redemption date) for the redemption of such shares have been deposited in trust with the Paying Agent for that purpose and the requisite Notice of Redemption with respect to such shares shall not have been given as provided in paragraph 4 of this Part I of Section 12.1. No share of RP held by the Trust or any affiliate of the Trust shall have any voting rights or be counteddeemed to be outstanding for voting purposes. (iii) The terms of office of all persons who are trustees Trustees of the Trust at the time of a special meeting of Holders of shares of RP and holders of other Preferred Shares to elect trustees Trustees shall continue, notwithstanding the election at such meeting by the Holders of shares of RP and such other holders of the number of trustees Trustees that they are entitled to elect, and the persons so elected by the Holders of shares of RP and such other holdersholders of Preferred Shares, together with the two incumbent trustees Trustees elected by the Holders of shares of RP and such other holders of Preferred Shares and the remaining incumbent trustees Trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees Trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees Trustees elected by the Holders of shares of RP and holders of other Preferred Shares pursuant to paragraph 6(b) of this Part I of Section 11.5(b) above 12.1 shall terminate, the remaining trustees Trustees shall constitute the trustees Trustees of the Trust and the voting rights of the Holders of shares of RP and such other holders to elect additional trustees Trustees pursuant to paragraph 6(b) of this Part I of Section 11.5(b) above 12.1 shall cease, subject to the provisions of the last penultimate sentence of Section 11.5(bparagraph 6(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of Preferred Shares shares of preferred shares to elect additional trustees Trustees as described in Section 11.5(bparagraph 6(b) above, the Trust shall notify the Paying Agent and the Paying Agent shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail holders, by mailing a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Paying Agent and any other applicable registrar, or if the Trust Paying Agent does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of capital shares of beneficial interest of the Trust), shall be entitled to elect the number of directors Trustees prescribed in Section 11.5(bparagraph 6(b) aboveabove on a one-vote-per-share basis. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to until a date not more than 120 days after the original record datequorum is present. (ii) Except as otherwise required by applicable law, for For purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorummatter, whether such right is created by these Bylawsthis Section 12.1, by the other provisions of the Declaration of TrustTrust or the By-laws, by statute or otherwise, no Holder shall be entitled to vote and no Municipal Income Preferred Share shall be deemed to be "outstanding" for the purpose of voting or determining the number of shares required to constitute a share quorum if, prior to or concurrently with the time of APS determination of shares entitled to vote or shares deemed outstanding for quorum purposes, as the case may be, sufficient funds (in the form of cash or Municipal Bonds rated at least P-1, MIG-1or VMIG-l by Xxxxx'x and which is not Outstanding mature prior to the redemption date) for the redemption of such shares have been deposited in trust with the Paying Agent for that purpose and the requisite Notice of Redemption with respect to such shares shall not have been given as provided in paragraph 4 of this Part I. No Municipal Income Preferred Share held by the Trust or any affiliate of the Trust shall have any voting rights or be counteddeemed to be outstanding for voting purposes. (iii) The terms of office of all persons who are trustees Trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares preferred shares to elect trustees Trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees Trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees Trustees elected by the Holders and such other holders of Preferred Shares preferred shares and the remaining incumbent trustees Trustees elected by the holders of the Common Shares and Preferred Sharespreferred shares, shall constitute the duly elected trustees Trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees Trustees elected by the Holders and holders of other Preferred Shares preferred shares pursuant to Section 11.5(bparagraph 6(b) above shall terminate, the remaining trustees Trustees shall constitute the trustees Trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees Trustees pursuant to Section 11.5(bparagraph 6(b) above shall cease, subject to the provisions of the last penultimate sentence of Section 11.5(bparagraph 6(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of shares of Preferred Shares to elect additional trustees as described in Section 11.5(bparagraph 6(b) above, the Trust shall notify the Paying Agent and the Paying Agent shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail holders, by mailing a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Paying Agent and any other applicable registrar, or if the Trust Paying Agent does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of capital shares of beneficial interest of the Trust), shall be entitled to elect the number of directors trustees prescribed in Section 11.5(bparagraph 6 (b) aboveabove on a onevotepershare basis. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to a date not more than 120 days after the original record date.the (ii) Except as otherwise required by applicable law, for For purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylawsthis Section 12.2, by the other provisions of the Declaration of TrustTrust and the Bylaws, by statute or otherwise, a no Holder shall be entitled to vote and no share of APS which is not Outstanding RP shall not be counteddeemed to be outstanding for the purpose of voting or determining the number of shares required to constitute a quorum if, prior to or concurrently with the time of determination of shares entitled to vote or shares deemed outstanding for quorum purposes, as the case may be, sufficient funds for the redemption of such shares have been deposited in trust with the Paying Agent for that purpose and the requisite Notice of Redemption with respect to such shares shall have been given as provided in paragraph 4 of this Part I. No share of RP held by the Trust or any affiliate of the Trust shall have any voting rights or be deemed to be outstanding for voting purposes. (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees of the Trust.of (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares pursuant to Section 11.5(bparagraph 6(b) above shall terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(bparagraph 6(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(bparagraph 6(b)(ii).. (e)

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of Preferred Shares preferred shares of beneficial interest of the Trust to elect additional trustees as described in Section 11.5(b) above, the Trust shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares preferred shares of beneficial interest of the Trust other than APS to mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Agent and any other applicable registrar, or if the Trust does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting PeriodPeriod at which trustees are to be elected, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of beneficial interest of the Trust), shall be entitled to elect the number of directors Trustees prescribed in Section 11.5(b) above. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to a date not more than 120 days after the original record date. (ii) Except as otherwise required by applicable law, for purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylaws, by the other provisions of the Declaration of Trust, by statute or otherwise, a share of APS an Auction Preferred Share which is not Outstanding shall not be counted. (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares preferred shares of beneficial interest of the Trust to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares preferred shares of beneficial interest of the Trust and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Sharespreferred shares of beneficial interest of the Trust, shall constitute the duly elected trustees of the Trust. (iv) Simultaneously with the expiration termination of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares pursuant to Section 11.5(b) above Additional Trustees shall automatically terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of Preferred Shares to elect additional trustees as described in Section 11.5(b) above, the Trust shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Agent and any other applicable registrar, or if the Trust does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of beneficial interest of the Trust), shall be entitled to elect the number of directors prescribed in Section 11.5(b) above. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to a date not more than 120 days after the original record date. (ii) Except as otherwise required by applicable law, for purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylaws, by the other provisions of the Declaration of Trust, by statute or otherwise, a share of APS which is not Outstanding shall not be counted. . -39- (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares pursuant to Section 11.5(b) above shall terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of Preferred Shares Shares, including the Special Share, to elect additional trustees Directors as described in Section 11.5(b5(b) above, the Trust Board of Directors of the Company shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail holders, by mailing a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 45 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Agent and any other applicable registrar, or if the Trust Board of Directors does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailedmailed or such other date as the Board of Directors shall determine. At any such special meeting and at each meeting of holders of Preferred Shares, including the Special Share, held during a Voting PeriodPeriod at which directors are to be elected, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of beneficial interest Shares of the TrustCompany), shall be entitled to elect the number of directors Directors prescribed in Section 11.5(b5(b) aboveabove on a one-vote-per-share basis. At any such meeting meeting, or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to a date not more than 120 days after the original record date. (ii) Except as otherwise required by applicable law, for purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylaws, by the other provisions of the Declaration of Trust, by statute or otherwise, a share of APS which is not Outstanding shall not be counted. (iii) The terms of office of all persons who are trustees Directors of the Trust Company at the time of a special meeting of Holders and holders of other Preferred Shares to elect trustees Directors shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees Directors that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees Directors elected by the Holders and such other holders of Preferred Shares Shares, and the remaining incumbent trustees Directors elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees Directors of the TrustCompany. (iviii) Simultaneously with the expiration termination of a Voting Period, the terms of office of the additional trustees Directors elected by the Holders and holders of other Preferred Shares pursuant to Section 11.5(b5(b) above shall terminate, the remaining trustees Directors shall constitute the trustees Directors of the Trust Company and the voting rights of such holders of Preferred Shares, including the Holders and such other holders Special Share, to elect additional trustees Directors pursuant to Section 11.5(b5(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(b5(b). Upon the expiration of the terms of the Directors elected by the holders of Preferred Shares pursuant to Section 5(b) above, the number of Directors shall be automatically reduced to the number of Directors on the Board of Directors immediately preceding such Voting Period.

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of shares of Preferred Shares (including shares of each series of RP) to elect additional trustees Trustees as described in Section 11.5(bparagraph 6(b) above, the Trust shall notify the Paying Agent and the Paying Agent shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail holders, by mailing a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Paying Agent and any other applicable registrar, or if the Trust Paying Agent does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of capital shares of beneficial interest of the Trust), shall be entitled to elect the number of directors Trustees prescribed in Section 11.5(bparagraph 6(b) aboveabove on a one-vote-per-share basis. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to until a date not more than 120 days after the original record datequorum is present. (ii) Except as otherwise required by applicable law, for For purposes of determining any rights of the Holders of shares of any series of RP to vote on any matter or the number of shares required to constitute a quorummatter, whether such right is created by these Bylawsthis Section 12.1, by the other provisions of the Declaration of TrustTrust or the By-laws, by statute or otherwise, a no Holder of shares of any series of RP shall be entitled to vote and no share of APS any series of RP shall be deemed to be "outstanding" for the purpose of voting or determining the number of shares required to constitute a quorum if, prior to or concurrently with the time of determination of shares entitled to vote or shares deemed outstanding for quorum purposes, as the case may be, sufficient funds (in the form of cash or Municipal Bonds rated at least X-0, XXX-0 xx XXXX-0 by Moody's and A-1+ or SP-1+ by S&P and which is not Outstanding mature prior to the redemption date) for the redemption of such shares have been deposited in trust with the Paying Agent for that purpose and the requisite Notice of Redemption with respect to such shares shall not have been given as provided in paragraph 4 of this Part I of Section 12. 1. No share of RP held by the Trust or any affiliate of the Trust shall have any voting rights or be counteddeemed to be outstanding for voting purposes. (iii) The terms of office of all persons who are trustees Trustees of the Trust at the time of a special meeting of Holders of shares of RP and holders of other Preferred Shares to elect trustees Trustees shall continue, notwithstanding the election at such meeting by the Holders of shares of RP and such other holders of the number of trustees Trustees that they are entitled to elect, and the persons so elected by the Holders of shares of RP and such other holdersholders of Preferred Shares, together with the two incumbent trustees Trustees elected by the Holders of shares of RP and such other holders of Preferred Shares and the remaining incumbent trustees Trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees Trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees Trustees elected by the Holders of shares of RP and holders of other Preferred Shares pursuant to paragraph 6(b) of this Part I of Section 11.5(b) above 12.1 shall terminate, the remaining trustees Trustees shall constitute the trustees Trustees of the Trust and the voting rights of the Holders of shares of RP and such other holders to elect additional trustees Trustees pursuant to paragraph 6(b) of this Part I of Section 11.5(b) above 12.1 shall cease, subject to the provisions of the last penultimate sentence of Section 11.5(bparagraph 6(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of shares of Preferred Shares (including shares of each series of RP) to elect additional trustees Trustees as described in Section 11.5(bparagraph 6(b) above, the Trust shall notify the Paying Agent and the Paying Agent shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail holders, by mailing a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Paying Agent and any other applicable registrar, or if the Trust Paying Agent does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of capital shares of beneficial interest of the Trust), shall be entitled to elect the number of directors Trustees prescribed in Section 11.5(bparagraph 6(b) aboveabove on a one-vote-per-share basis. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to until a date not more than 120 days after the original record datequorum is present. (ii) Except as otherwise required by applicable law, for For purposes of determining any rights of the Holders of shares of any series of RP to vote on any matter or the number of shares required to constitute a quorummatter, whether such right is created by these Bylawsthis Section 12.1, by the other provisions of the Declaration of TrustTrust or the By-laws, by statute or otherwise, a no Holder of shares of any series of RP shall be entitled to vote and no share of APS which is not Outstanding any series of RP shall not be counteddeemed to be "outstanding" for the purpose of voting or determining the number of shares required to constitute a quorum if, prior to or concurrently with the time of determination of shares entitled to vote or shares deemed outstanding for quorum purposes, as the case may be, sufficient funds (in the form of cash or Municipal Bonds rated at least P-1, MIG-1 or VMIG-1 by Moody's and A-1+ or SP-1+ by X&X xxx xxxxx xaturx xxxxx to the redemption date) for the redemption of such shares have been deposited in trust with the Paying Agent for that purpose and the requisite Notice of Redemption with respect to such shares shall have been given as provided in paragraph 4 of this Part I of Section 12. 1. No share of RP held by the Trust or any affiliate of the Trust shall have any voting rights or be deemed to be outstanding for voting purposes. (iii) The terms of office of all persons who are trustees Trustees of the Trust at the time of a special meeting of Holders of shares of RP and holders of other Preferred Shares to elect trustees Trustees shall continue, notwithstanding the election at such meeting by the Holders of shares of RP and such other holders of the number of trustees Trustees that they are entitled to elect, and the persons so elected by the Holders of shares of RP and such other holdersholders of Preferred Shares, together with the two incumbent trustees Trustees elected by the Holders of shares of RP and such other holders of Preferred Shares and the remaining incumbent trustees Trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees Trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees Trustees elected by the Holders of shares of RP and holders of other Preferred Shares pursuant to paragraph 6(b) of this Part I of Section 11.5(b) above 12.1 shall terminate, the remaining trustees Trustees shall constitute the trustees Trustees of the Trust and the voting rights of the Holders of shares of RP and such other holders to elect additional trustees Trustees pursuant to paragraph 6(b) of this Part I of Section 11.5(b) above 12.1 shall cease, subject to the provisions of the last penultimate sentence of Section 11.5(bparagraph 6(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of Preferred Shares preferred shares of beneficial interest of the Trust to elect additional trustees as described in Section 11.5(b) above, the Trust shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for preferred shares of beneficial interest of the Trust other than Preferred Shares to mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Agent and any other applicable registrar, or if the Trust does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of beneficial interest of the Trust), shall be entitled to elect the number of directors prescribed in Section 11.5(b) above. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to a date not more than 120 days after the original record date. (ii) Except as otherwise required by applicable law, for purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylaws, by the other provisions of the Declaration of Trust, by statute or otherwise, a share of APS Preferred Share which is not Outstanding shall not be counted. (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares preferred shares of beneficial interest of the Trust to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares preferred shares of beneficial interest of the Trust and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Sharespreferred shares of beneficial interest of the Trust, shall constitute the duly elected trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares preferred shares of beneficial interest of the Trust pursuant to Section 11.5(b) above shall terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of Preferred Shares to elect additional trustees as described in Section 11.5(bparagraph 6(b) above, the Trust shall notify the Paying Agent and the Paying Agent shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail holders, by mailing a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Paying Agent and any other applicable registrar, or if the Trust Paying Agent does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of capital shares of beneficial interest of the Trust), shall be entitled to elect the number of directors trustees prescribed in Section 11.5(bparagraph 6(b) aboveabove on a one-vote-per-share basis. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to until a date not more than 120 days after the original record datequorum is present. (ii) Except as otherwise required by applicable law, for For purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylawsthis Section 12.2, by the other provisions of the Declaration of TrustTrust and the By-laws, by statute or otherwise, a no Holder shall be entitled to vote and no share of APS which is not Outstanding RP shall not be counted.deemed to be "outstanding" for the purpose of voting or determining the number of shares required to constitute a quorum if, prior to or concurrently with the time of determination of shares entitled to vote or shares deemed outstanding for quorum purposes, as the case may be, sufficient funds for the redemption of such shares have been deposited in trust with the Paying Agent for that purpose and the requisite Notice of Redemption with respect to such shares shall have been given as provided in paragraph 4 of this Part I. No share of RP held by the Trust or any affiliate of the Trust shall have any voting rights or be deemed to be outstanding for voting purposes. 69 (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares pursuant to Section 11.5(bparagraph 6(b) above shall terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(bparagraph 6(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(bparagraph 6(b)(ii).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of Preferred Shares to elect additional trustees as described in Section 11.5(b) above, the Trust shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Agent and any other applicable registrar, or if the Trust does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of beneficial interest of the Trust), shall be entitled to elect the number of directors prescribed in Section 11.5(b) above. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to a date not more than 120 days after the original record date. (ii) Except as otherwise required by applicable law, for purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylaws, by the other provisions of the Declaration of Trust, by statute or otherwise, a share of APS which is not Outstanding shall not be counted. . -37- (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares pursuant to Section 11.5(b) above shall terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of Preferred Shares preferred shares of beneficial interest of the Trust to elect additional trustees as described in Section 11.5(b) above, the Trust shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for preferred shares of beneficial interest of the Trust other than Preferred Shares to mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Agent and any other applicable registrar, or if the Trust does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of beneficial interest of the Trust), shall be entitled to elect the number of directors prescribed in Section 11.5(b) above. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to a date not more than 120 days after the original record date. (ii) Except as otherwise required by applicable law, for purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylaws, by the other provisions of the Declaration of Trust, by statute or otherwise, a share of APS Preferred Share which is not Outstanding shall not be counted. (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares preferred shares of beneficial interest of the Trust to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares preferred shares of beneficial interest of the Trust and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Sharespreferred shares of beneficial interest of the Trust, shall constitute the duly elected trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares preferred shares of beneficial $$/BREAK/$$END interest of the Trust pursuant to Section 11.5(b) above shall terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of shares of Preferred Shares (including shares of each series of RP) to elect additional trustees Trustees as described in Section 11.5(bparagraph 6(b) above, the Trust shall notify the Paying Agent and the Paying Agent shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail holders, by mailing a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Paying Agent and any other applicable registrar, or if the Trust Paying Agent does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of capital shares of beneficial interest of the Trust), shall be entitled to elect the number of directors Trustees prescribed in Section 11.5(bparagraph 6(b) aboveabove on a one-vote-per-share basis. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to until a date not more than 120 days after the original record datequorum is present. (ii) Except as otherwise required by applicable law, for For purposes of determining any rights of the Holders of shares of any series of RP to vote on any matter or the number of shares required to constitute a quorummatter, whether such right is created by these Bylawsthis Section 12.1, by the other provisions of the Declaration of TrustTrust or the By-laws, by statute or otherwise, a no Holder of shares of any series of RP shall be entitled to vote and no share of APS any series of RP shall be deemed to be outstanding for the purpose of voting or determining the number of shares required to constitute a quorum if, prior to or concurrently with the time of determination of shares entitled to vote or shares deemed outstanding for quorum purposes, as the case may be, sufficient funds (in the form of cash or Municipal Bonds rated at least P-l, MIG-1 or VMIG- 1 by Moodys and A-l+ or SP-1+ by S&P and which is not Outstanding mature prior to the redemption date) for the redemption of such shares have been deposited in trust with the Paying Agent for that purpose and the requisite Notice of Redemption with respect to such shares shall not have been given as provided in paragraph 4 of this Part I of Section 12. 1. No share of RP held by the Trust or any affiliate of the Trust shall have any voting rights or be counteddeemed to be outstanding for voting purposes. (iii) The terms of office of all persons who are trustees Trustees of the Trust at the time of a special meeting of Holders of shares of RP and holders of other Preferred Shares to elect trustees Trustees shall continue, notwithstanding the election at such meeting by the Holders of shares of RP and such other holders of the number of trustees Trustees that they are entitled to elect, and the persons so elected by the Holders of shares of RP and such other holdersholders of Preferred Shares, together with the two incumbent trustees Trustees elected by the Holders of shares of RP and such other holders of Preferred Shares and the remaining incumbent trustees Trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees Trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees Trustees elected by the Holders of shares of RP and holders of other Preferred Shares pursuant to paragraph 6(b) of this Part I of Section 11.5(b) above 12.1 shall terminate, the remaining trustees Trustees shall constitute the trustees Trustees of the Trust and the voting rights of the Holders of shares of RP and such other holders to elect additional trustees Trustees pursuant to paragraph 6(b) of this Part I of Section 11.5(b) above 12.1 shall cease, subject to the provisions of the last penultimate sentence of Section 11.5(bparagraph 6(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of Preferred Shares to elect additional trustees as described in Section 11.5(b) above, the Trust shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for Preferred Shares to mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Agent and any other applicable registrar, or if the Trust does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of beneficial interest of the Trust), shall be entitled to elect the number of directors prescribed in Section 11.5(b) above. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to a date not more than 120 days after the original record date. . -37- (ii) Except as otherwise required by applicable law, for purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylaws, by the other provisions of the Declaration of Trust, by statute or otherwise, a share of APS which is not Outstanding shall not be counted. (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares pursuant to Section 11.5(b) above shall terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(b).

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of shares of Preferred Shares Stock to elect additional trustees as described in Section 11.5(b) abovedirectors pursuant to paragraph 6(b)(i), the Trust Corporation shall notify the Auction Agent and the Auction Agent shall call a special meeting of such the holders and instruct the Auction Agent and any other registrar for of shares of Preferred Shares to mail Stock by mailing a notice of such special meeting to such holders, such meeting to be held the holders of shares of Preferred Stock not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust Corporation fails to send such notice to the Auction Agent and any other applicable registrar, or if the Trust Auction Agent does not call such a special meetingmeeting (as provided above), it may be called by any such holder of shares of Preferred Stock on like notice. The record date for determining the holders of shares of Preferred Stock entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting at which directors are elected held during a Voting Period, such holdersthe holders of shares of Preferred Stock, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of beneficial interest capital stock of the TrustCorporation), shall be entitled to elect the number of directors prescribed in Section 11.5(bparagraph 6(b)(i) aboveabove on a 100-vote-per-share basis. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such the holders of shares of Preferred Stock present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to until a date not more than 120 days after the original record datequorum is present. (ii) Except as otherwise required by applicable law, for For purposes of determining any rights of the Holders holders of shares of Preferred Stock to vote on any matter matter, whether such right is created by the Charter, by statute or otherwise, no holder of shares of Preferred Stock shall be entitled to vote and no share of Preferred Stock shall be deemed to be "outstanding" for the purpose of voting or determining the number of shares required to constitute a quorum, whether if prior to or concurrently with the time of determination of shares entitled to vote or shares deemed outstanding for quorum purposes, as the case may be, sufficient funds for the redemption of such right is created by these Bylawsshares have been deposited in trust with the Paying Agent for that purpose, by the other provisions requisite Notice of the Declaration of Trust, by statute or otherwise, a share of APS which is not Outstanding Redemption with respect to such shares shall have been given as provided in paragraph 5(c)(iv) and such holder shall not be countedhave exercised the Holding Election. (iii) The terms of office of all persons who are trustees directors of the Trust Corporation at the time of a special meeting of Holders and holders of other shares of Preferred Shares Stock to elect trustees directors pursuant to paragraph 6(b) shall continue, notwithstanding the election at such meeting by the Holders and such other holders of shares of Preferred Stock of the number of trustees directors that they are entitled to elect, and the persons so elected by the Holders and such other holdersholders of shares of Preferred Stock, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Sharesdirectors, shall constitute the duly elected trustees directors of the TrustCorporation. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees directors elected by the Holders and holders of other shares of Preferred Shares Stock pursuant to Section 11.5(bparagraph 6(b)(i) above shall terminate, the remaining trustees persons who shall have been serving as directors immediately prior to such voting period and who are incumbent shall constitute the trustees directors of the Trust Corporation and the voting rights of the Holders and such other holders of shares of Preferred Stock to elect additional trustees directors pursuant to Section 11.5(bparagraph 6(b)(i) above shall cease, . (v) The directors elected by the holders of shares of Preferred Stock pursuant to paragraphs 6(a) and 6(b)(i) shall (subject to the provisions of any applicable law) be subject to removal only by the last sentence vote of Section 11.5(b)the holders of a majority of outstanding shares of the Preferred Stock. Any vacancy on the Board of Directors occurring by reason of such removal or otherwise (in the case of directors subject to election by the holders of Preferred Stock) may be filled only by vote of the holders of Preferred Stock outstanding or (subject to the provisions of any applicable law) by a majority of the remaining directors (or the remaining director) who were elected by the holders of shares of Preferred Stock. Any other vacancy on the Board of Directors during a Voting Period shall, to the extent permitted by applicable law, be filled by a vote of the remaining directors or the holder or holders of the Corporation's outstanding Common Stock and Preferred Stock, voting as a single class.

Voting Procedures. (i) As soon as practicable after the accrual of any right of the holders of Preferred Shares preferred shares of beneficial interest of the Trust to elect additional trustees as described in Section 11.5(b) above, the Trust shall call a special meeting of such holders and instruct the Auction Agent and any other registrar for preferred shares of beneficial interest of the Trust other than Preferred Shares to mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Agent and any other applicable registrar, or if the Trust does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting held during a Voting Period, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of beneficial interest of the Trust), shall be entitled to elect the number of directors Trustees prescribed in Section 11.5(b) above. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to a date not more than 120 days after the original record date. (ii) Except as otherwise required by applicable law, for purposes of determining any rights of the Holders to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Bylaws, by the other provisions of the Declaration of Trust, by statute or otherwise, a share of APS Preferred Share which is not Outstanding shall not be counted. (iii) The terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders and holders of other Preferred Shares preferred shares of beneficial interest of the Trust to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders, together with the two incumbent trustees elected by the Holders and such other holders of Preferred Shares preferred shares of beneficial interest of the Trust and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Sharespreferred shares of beneficial interest of the Trust, shall constitute the duly elected trustees of the Trust. (iv) Simultaneously with the expiration of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares preferred shares of beneficial interest of the Trust pursuant to Section 11.5(b) above shall terminate, the remaining trustees shall constitute the trustees of the Trust and the voting rights of the Holders and such other holders to elect additional trustees pursuant to Section 11.5(b) above shall cease, subject to the provisions of the last sentence of Section 11.5(b).