Common use of Auction Schedule; Method of Submission of Orders Clause in Contracts

Auction Schedule; Method of Submission of Orders. (a) The Trust and the Auction Agent shall conduct Auctions for APS in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the Trust, which consent shall not be withheld unreasonably. The Auction Agent shall give notice of any such change to BD. Such notice shall be received prior to the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: 9:30 A.M. Auction Agent advises the Trust and Broker-Dealers of the Reference Rate and the Maximum Applicable Rate 9:30 A.M. - 1:30 P.M. Applicable Rate as set forth in Section 3.2(a) hereof Auction Agent assembles information communicated to it by Broker-Dealers as provided in Section 9(d)(i) of Article VII of the Amended By-laws. Submission Deadline is 1:30 P.M. Not earlier than 1:30 P.M. Auction Agent makes determinations pursuant to Section 9(d)(i) of Article VII of the Amended By-laws. By approximately 3:00 P.M. Auction Agent advises the Trust of the results of the Auction as provided in Section 9(d)(ii) of Article VII of the Amended By-laws. Submitted Bids and Submitted Sell Orders are accepted and rejected in whole or in part and shares of APS are allocated as provided in Section 9(e) of Article VII of the Amended By-laws. Auction Agent gives notice of the Auction results as set forth in Section 3.4(a) hereof. (b) BD agrees to maintain a list of Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list on or prior to each Auction Date for the purposes set forth in Section 9 of Article VII of the Amended By-laws. (c) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders. (d) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit C, of transfers of shares of APS, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit D, of the failure of shares of APS to be transferred to or by any Person that purchased or sold shares of APS through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable Auction Date.

Auction Schedule; Method of Submission of Orders. (a) The Trust Fund and the Auction Agent shall conduct Auctions for APS AMPS in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the TrustFund, which consent shall not be withheld unreasonably. The Auction Agent shall give written notice of any such change to BD, which shall have the right to review such change. Such notice shall be received one Business Day prior to the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: By 9:30 A.M. Auction Agent advises shall advise the Trust Fund and the Broker-Dealers of the Reference Maximum Rate and the Maximum Applicable Rate 9:30 A.M. - 1:30 P.M. Applicable Rate Reference Rate(s) as set forth in Section 3.2(a) hereof hereof. 9:30 A.M. - 1:30 P.M. Auction Agent assembles shall assemble information communicated to it by Broker-Dealers as provided in Section 9(d)(i3(a) of Article VII Part II of the Amended By-lawsStatement of Preferences. Submission Deadline is 1:30 P.M. Not earlier than 1:30 P.M. Auction Agent makes shall make determinations pursuant to Section 9(d)(i3(a) of Article VII Part II of the Amended By-lawsStatement of Preferences. By approximately 3:00 3:30 P.M. Auction Agent advises shall advise the Trust Fund of the results of the Auction as provided in Section 9(d)(ii3(b) of Article VII Part II of the Amended By-lawsStatement of Preferences. Submitted Bids and Submitted Sell Orders are will be accepted and rejected in whole or in part and shares of APS are AMPS will be allocated as provided in Section 9(e) 4 of Article VII Part II of the Amended By-lawsStatement of Preferences. Auction Agent gives shall give notice of the Auction results as set forth in Section 3.4(a) hereof. (b) BD may designate one or more individuals in its organization who will coordinate its procedures in connection with Auctions and purchases and sales of the AMPS. (c) BD agrees to maintain a list of Potential Beneficial Owners and, subject to existing laws and regulations, to contact the Potential Beneficial Owners on such list whom BD believes may be interested in participating in the Auction on or prior to each Auction Date for the purposes set forth in Section 9 2 of Article VII Part II of the Amended By-lawsStatement of Preferences. Nothing herein shall require BD to submit an order for any Potential Beneficial Owner in any Auction. (cd) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. A. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders. (de) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit CB, of transfers of shares of APSAMPS, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit DC, of the failure of shares of APS AMPS to be transferred to or by any Person that purchased or sold shares of APS AMPS through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable Auction Date.

Auction Schedule; Method of Submission of Orders. (a) The Trust Funds and the Auction Agent shall conduct Auctions for APS each series of AMPS in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the TrustFund, which consent shall not be withheld unreasonably. The Auction Agent shall give notice of any such change to BD. Such notice shall be received prior to the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: By 9:30 A.M. a.m. Auction Agent advises shall advise the Trust Fund and the Broker-Dealers of the Reference Rate and the Maximum Applicable Rate 9:30 A.M. - 1:30 P.M. Applicable Rate as set forth in Section 3.2(a) hereof hereof. 9:30 a.m. - 1:30 p.m. Auction Agent assembles shall assemble information communicated to it by Broker-Dealers as provided in Section 9(d)(i2(a) of Article VII Part II of the Amended By-lawsStatement of Preferences. Submission Deadline deadline is 1:30 P.M. p.m. Not earlier than 1:30 P.M. p.m. Auction Agent makes shall make determinations pursuant to Section 9(d)(i3(a) of Article VII Part II of the Amended By-lawsStatement of Preferences. By approximately 3:00 P.M. 3:30 p.m. Auction Agent advises shall advise the Trust Fund of the results of the Auction as provided in Section 9(d)(ii3(b) of Article VII Part II of the Amended By-lawsStatement of Preferences. Submitted Bids Bid Orders and Submitted Sell Orders are will be accepted and rejected in whole or in part and shares of APS are AMPS will be allocated as provided in Section 9(e) 4 of Article VII Part II of the Amended By-lawsStatement of Preferences. Auction Agent gives shall give notice of the Auction results as set forth in Section 3.4(a) hereof. The Auction Agent will follow the Bond Market Association's Market Practice U.S. Holiday Recommendations for shortened trading days for the bond markets (the "BMA Recommendation") unless the Auction Agent is instructed otherwise. In the event of a BMA Recommendation on an Auction Date, the Submission Deadline will be 11:30 a.m., instead of 1:30 p.m., and as a result the notice set forth in Section 3.3 will occur earlier. (b) BD agrees to maintain a list of Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list on or prior to each Auction Date for the purposes set forth in Section 9 1 of Article VII Part II of the Amended By-lawsStatement of Preferences. (c) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. A. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders. (d) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit CB, of transfers of shares of APSany series of AMPS, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit DC, of the failure of shares of APS AMPS to be transferred to or by any Person that purchased or sold shares of APS any series of AMPS through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable Auction Date.

Auction Schedule; Method of Submission of Orders. (a) The Trust and the Auction Agent shall conduct Auctions for APS the Series 2004-C/D Notes in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the TrustTrustee and the Market Agent, which consent shall not be unreasonably withheld unreasonablyor delayed. The Auction Agent shall give written notice of any such change to BDthe Broker-Dealer. Such notice shall be received given prior to the close of business on the Business Day next preceding the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: By 9:30 A.M. The Auction Agent advises the Trust Trustee and the Broker-Dealers of the Reference Maximum Auction Rate, the All Hold Rate, the Net Loan Rate and the Maximum Applicable One-month LIBOR or the Three-month LIBOR, as the case may be, to be used in determining the Auction Rate under the Auction Procedures, the First Supplemental Indenture and the Auction Agent Agreement. 9:30 A.M. - 1:30 – 12:30 P.M. Applicable Rate as set forth in Section 3.2(a) hereof The Auction Agent assembles information communicated to it by Broker-Dealers as provided in Section 9(d)(i4(c)(i) of Article VII of the Amended By-lawsFirst Supplemental Indenture. The Submission Deadline is 1:30 12:30 P.M. Not earlier than 1:30 12:30 P.M. The Auction Agent makes determinations pursuant to Section 9(d)(i4(c)(i) of Article VII of the Amended By-laws. By approximately 3:00 P.M. Auction Agent advises the Trust of the results of the Auction as provided in Section 9(d)(ii) of Article VII of the Amended By-lawsFirst Supplemental Indenture. Submitted Bids and Submitted Sell Orders are accepted and rejected in whole or in part and shares of APS are Series 2004-C/D Notes allocated as provided in Section 9(e4(d) of Article VII the First Supplemental Indenture. By approximately 3:00 P.M.* 4:00 P.M.** The Auction Agent advises the Trustee and the Broker-Dealers of the Amended By-lawsresults of the Auction as provided in Section 4(c)(ii) of the First Supplemental Indenture. The Auction Agent gives notice of the Auction results as set forth in Section 3.4(a2.4(a) hereof. * If the Series 2004-C/D Note Auction Rate is the Auction Rate. ** If the Series 2004-C/D Note Auction Rate is the Net Loan Rate. (b) BD The Broker-Dealer agrees to maintain a list of contact Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list Holders on or prior to each Auction Date for the purposes set forth of participating in Section 9 of Article VII of the Amended By-lawsAuction on such Auction Date. (c) BD The Broker-Dealer shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. BD by delivering an Order Form. The Broker-Dealer shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner Holder or Beneficial Owner Existing Holder on whose behalf BD the Broker-Dealer is submitting an Order and shall not net or aggregate the Orders of different Potential Beneficial Owners Holders or Beneficial Owners Existing Holders on whose behalf BD the Broker-Dealer is submitting Orders. (d) BD The Broker-Dealer shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit Notice of Transfer with respect to any transfer of Series 2004-C, of transfers of shares of APS, /D Notes made through BD the Broker-Dealer by an Existing Holder to another Person person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit D, Notice of Failure to Deliver or Make Payment with respect to the failure of shares of APS any Series 2004-C/D Notes to be transferred to or payment to be made by any Person person that purchased or sold shares of APS Series 2004-C/D Notes through BD the Broker-Dealer pursuant to an a prior Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms clauses (i) or (ii) of the foregoing sentence this subparagraph (d) with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable such Auction Date. (e) The Broker-Dealer agrees to handle its customers’ Orders in accordance with its duties under applicable securities laws and rules.

Auction Schedule; Method of Submission of Orders. (a) The Trust Company and the Auction Agent shall conduct Auctions for APS both series of Preferred Shares in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the TrustCompany, which consent shall not be withheld unreasonablyunreasonably withheld. The Auction Agent shall give notice of any such change to BD. Such notice shall be received prior to the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: By 9:30 A.M. A.m. Auction Agent advises the Trust Company and Broker-Dealers of the Maximum Applicable Rate as determined from the higher of the 30-day "AA" Composite Commercial Paper Rate and the Taxable Equivalent of the Short-Term Municipal Bond Rate (except in the case of a Special Dividend Period in which case the Maximum Applicable Rate shall be the higher of the Special Dividend 6 [Page] Period Reference Rate and the Maximum Applicable Rate 9:30 A.M. - 1:30 P.M. Applicable Rate Taxable Equivalent of the Short-Term Municipal Bond Rate) as set forth in Section 3.2(a) hereof hereof. 9:30 A.m. - 1:00 P.m. Auction Agent assembles information communicated to it by Broker-Dealers as provided in Section 9(d)(iParagraph 11(c)(i) of Article VII of the Amended By-lawsArticles Supplementary. Submission Deadline is 1:30 P.M. 1:00 P.m. Not earlier than 1:30 P.M. 1:00 P.m. Auction Agent makes determinations pursuant to Section 9(d)(iParagraph 11(d)(i) of Article VII of the Amended By-lawsArticles Supplementary. By approximately 3:00 P.M. P.m. Auction Agent advises the Trust Company of the results of the Auction as provided in Section 9(d)(iiParagraph 11(d)(ii) of Article VII of the Amended By-lawsArticles Supplementary. Submitted Bids and Submitted Sell Orders are accepted and rejected in whole or in part and shares of APS Preferred Shares are allocated as provided in Section 9(eParagraph 11(e) of Article VII of the Amended By-lawsArticles Supplementary. Auction Agent gives notice of the Auction results as set forth in Section 3.4(a) hereof. (b) BD agrees to maintain a list of Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list on or prior to each Auction Date for the purposes set forth in Section 9 of Article VII of the Amended By-laws. (c) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders. (d) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit C, of transfers of shares of APS, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit D, of the failure of shares of APS to be transferred to or by any Person that purchased or sold shares of APS through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable Auction Date.

Auction Schedule; Method of Submission of Orders. (a) The Trust Company and the Auction Agent shall conduct Auctions for APS each series of AMPS in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the TrustCompany, which consent shall not be withheld unreasonably. The Auction Agent shall give notice of any such change to BD. Such notice shall be received prior to the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: By 9:30 A.M. Auction Agent advises the Trust Company and Broker-Dealers of the Reference Rate and the Maximum Applicable Rate 9:30 A.M. - 1:30 P.M. Applicable Rate as set forth in Section 3.2(a) hereof hereof. 9:30 A.M. - 1:00 P.M. Auction Agent assembles information communicated to it by Broker-Broker- Dealers as provided in Section 9(d)(iParagraph 10(c)(i) of Article VII of the Amended By-lawsArticles Supplementary. Submission Deadline is 1:30 1:00 P.M. Not earlier than 1:30 1:00 P.M. Auction Agent makes determinations pursuant to Section 9(d)(iParagraph 10(d)(i) of Article VII of the Amended By-lawsArticles Supplementary. By approximately 3:00 P.M. Auction Agent advises the Trust Company of the results of the Auction as provided in Section 9(d)(iiParagraph 10(d)(ii) of Article VII of the Amended By-lawsArticles Supplementary. Submitted Bids and Submitted Sell Orders are accepted and rejected in whole or in part and shares of APS AMPS are allocated as provided in Section 9(eParagraph 10(e) of Article VII of the Amended By-lawsArticles Supplementary. Auction Agent gives notice of the Auction results as set forth in Section 3.4(a) hereof. (b) BD agrees to maintain a list of Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list on or prior to each Auction Date for the purposes set forth in Section 9 of Article VII Paragraph 10 of the Amended By-lawsArticles Supplementary. (c) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders. (d) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit C, of transfers of shares of APSany series of AMPS, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit D, of the failure of shares of APS any series of any series of AMPS to be transferred to or by any Person that purchased or sold shares of APS any series of AMPS through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable Auction Date.

Auction Schedule; Method of Submission of Orders. (a) The Trust Fund and the Auction Agent shall conduct Auctions for APS Preferred Shares in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with at the consent direction of the Trust, which consent shall not be withheld unreasonablyFund. The Auction Agent shall give notice of any such change to BD. Such notice shall be received prior to the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: By 9:30 A.M. Auction Agent advises shall advise the Trust Fund and the Broker-Dealers of the Reference Maximum Rate and the Maximum Applicable Rate 9:30 A.M. - 1:30 P.M. Applicable Reference Rate as set forth in Section 3.2(a) hereof hereof. 9:30 A.M. - 1:00 P.M. Auction Agent assembles shall assemble information communicated to it by Broker-Dealers as provided in Section 9(d)(i3(a) of Part II of Article VII X of the Amended By-lawsBylaws. Submission Deadline is 1:30 1:00 P.M. Not earlier than 1:30 1:00 P.M. Auction Agent makes shall make determinations pursuant to Section 9(d)(i3(a) of Part II of Article VII X of the Amended By-lawsBylaws. By approximately 3:00 3:30 P.M. (and not later than the close of business) Auction Agent advises shall advise the Trust Fund of the results of the Auction as provided in Section 9(d)(ii3(b) of Part II of Article VII X of the Amended By-lawsBylaws. Submitted Bids Bid Orders and Submitted Sell Orders are will be accepted and rejected in whole or in part and shares of APS are Preferred Shares will be allocated as provided in Section 9(e) 4 of Part II of Article VII X of the Amended By-lawsBylaws. Auction Agent gives shall give notice of the Auction results as set forth in Section 3.4(a) hereof. (b) BD agrees to maintain a list of Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list on or prior to each Auction Date for the purposes set forth in Section 9 2 of Part II of Article VII X of the Amended By-lawsBylaws. (c) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. A. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders. (d) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit CB, of transfers of shares of APSPreferred Shares, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit DC, of the failure of shares of APS Preferred Shares to be transferred to or by any Person that purchased or sold shares of APS Preferred Shares through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable Auction Date.

Auction Schedule; Method of Submission of Orders. (a) The Trust and the Auction Agent shall conduct Auctions for APS in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the Trust, which consent shall not be withheld unreasonably. The Auction Agent shall give notice of any such change to BD. Such notice shall be received prior to the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: 9:30 A.M. Auction Agent advises the Trust and Broker-Dealers of the Reference Rate and the Maximum Applicable Rate Rate. 9:30 A.M. - 1:30 P.M. Applicable Rate as set forth in Section 3.2(a) hereof hereof. Auction Agent assembles information communicated to it by Broker-Dealers as provided in Section 9(d)(i10(d)(i) of Article VII of the Amended By-laws. Submission Deadline is 1:30 P.M. Not earlier than 1:30 P.M. Auction Agent makes determinations pursuant to Section 9(d)(i10(d)(i) of Article VII of the Amended By-laws. By approximately 3:00 P.M. Auction Agent advises the Trust of the results of the Auction as provided in Section 9(d)(ii10(d)(ii) of Article VII of the Amended By-laws. Submitted Bids and Submitted Sell Orders are accepted and rejected in whole or in part and shares of APS are allocated as provided in Section 9(e10(e) of Article VII of the Amended By-laws. Auction Agent gives notice of the Auction results as set forth in Section 3.4(a) hereof. (b) BD agrees to maintain a list of Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list on or prior to each Auction Date for the purposes set forth in Section 9 10 of Article VII of the Amended By-laws. (c) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders. (d) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit C, of transfers of shares of APS, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit D, of the failure of shares of APS to be transferred to or by any Person that purchased or sold shares of APS through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable Auction Date.

Auction Schedule; Method of Submission of Orders. (a) The Trust Fund and the Auction Agent shall normally conduct Auctions weekly (usually [ ] for APS Series [ ]) in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the Trust, which consent shall not be withheld unreasonably. The By 9:30 a.m. Auction Agent shall give notice of any such change to BD. Such notice shall be received prior to advise the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: 9:30 A.M. Auction Agent advises Fund and the Trust and Broker-Dealers of the Reference Rate and the Maximum Applicable Rate 9:30 A.M. - 1:30 P.M. Applicable Rate as set forth in Section 3.2(a) hereof hereof. 9:30 a.m. - 1:00 p.m. Auction Agent assembles shall assemble information communicated to it by Broker-Dealers as provided in Section 9(d)(i) of Article VII 2 of the Amended By-lawsAuction Procedures. Submission Deadline deadline is 1:30 P.M. 1:00 p.m. Not earlier than 1:30 P.M. 1:00 p.m. Auction Agent makes shall make determinations pursuant to Section 9(d)(i3(a) of Article VII of the Amended By-lawsAuction Procedures. By approximately 3:00 P.M. p.m. Auction Agent advises shall advise the Trust Fund of the results of the Auction as provided in Section 9(d)(ii3(b) of Article VII of the Amended By-lawsAuction Procedures. Submitted Bids Bid Orders and Submitted Sell Orders are will be accepted and rejected in whole or in part and shares of APS are will be allocated as provided in Section 9(e) of Article VII 4 of the Amended By-lawsAuction Procedures. Auction Agent gives shall give notice of the Auction results as set forth in Section 3.4(a) 3.4 hereof. (b) BD agrees to maintain a list of Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list on or prior to each Auction Date for the purposes set forth in Section 9 1 of Article VII Part II of the Amended By-lawsStatement of Preferences. (c) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders. (d) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit C, of transfers of shares of APS, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit D, of the failure of shares of APS to be transferred to or by any Person that purchased or sold shares of APS through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. p.m. on (1) the Business Day next preceding the applicable Auction DateDate (in connection with notice delivered pursuant to clause (i) of the foregoing sentence) or (2) the Business preceding the next Auction Date following the failure of APS to be transferred (in connection with notice delivered pursuant to clause (ii) of the foregoing sentence).

Auction Schedule; Method of Submission of Orders. (a) The Trust Funds and the Auction Agent shall conduct Auctions for APS each series of AMPS in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the TrustFund, which consent shall not be withheld unreasonably. The Auction Agent shall give notice of any such change to BD. Such notice shall be received prior to the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: By 9:30 A.M. a.m. Auction Agent advises shall advise the Trust Fund and the Broker-Dealers of the Reference Rate and the Maximum Applicable Rate 9:30 A.M. - 1:30 P.M. Applicable Rate as set forth in Section 3.2(a) hereof hereof. 9:30 a.m.–1:30 p.m. Auction Agent assembles shall assemble information communicated to it by Broker-Dealers as provided in Section 9(d)(i2(a) of Article VII Part II of the Amended By-lawsStatement of Preferences. Submission Deadline deadline is 1:30 P.M. p.m. Not earlier than 1:30 P.M. p.m. Auction Agent makes shall make determinations pursuant to Section 9(d)(i3(a) of Article VII Part II of the Amended By-lawsStatement of Preferences. By approximately 3:00 P.M. 3:30 p.m. Auction Agent advises shall advise the Trust Fund of the results of the Auction as provided in Section 9(d)(ii3(b) of Article VII Part II of the Amended By-lawsStatement of Preferences. Submitted Bids Bid Orders and Submitted Sell Orders are will be accepted and rejected in whole or in part and shares of APS are AMPS will be allocated as provided in Section 9(e) 4 of Article VII Part II of the Amended By-lawsStatement of Preferences. Auction Agent gives shall give notice of the Auction results as set forth in Section 3.4(a) hereof. The Auction Agent will follow the Bond Market Association's Market Practice U.S. Holiday Recommendations for shortened trading days for the bond markets (the "BMA Recommendation") unless the Auction Agent is instructed otherwise. In the event of a BMA Recommendation on an Auction Date, the Submission Deadline will be 11:30 a.m., instead of 1:30 p.m., and as a result the notice set forth in Section 3.3 will occur earlier. (b) BD agrees to maintain a list of Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list on or prior to each Auction Date for the purposes set forth in Section 9 1 of Article VII Part II of the Amended By-lawsStatement of Preferences. (c) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. A. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders. (d) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit CB, of transfers of shares of APSany series of AMPS, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit DC, of the failure of shares of APS AMPS to be transferred to or by any Person that purchased or sold shares of APS any series of AMPS through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable Auction Date.

Auction Schedule; Method of Submission of Orders. (a) The Trust Fund and the Auction Agent shall conduct Auctions for APS each series of the Preferred Shares in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the TrustFund, which consent shall not be withheld unreasonably. The Auction Agent shall give notice of any such change to BD. Such notice shall be received prior to the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: By 9:30 A.M. Auction Agent advises shall advise the Trust Fund and the Broker-Dealers of the Reference Rate and the Maximum Applicable Rate 9:30 A.M. - 1:30 P.M. Applicable Rate as set forth in Section 3.2(a) hereof hereof. Time Event ---- ----- 9:30 A.M. - 1:00 P.M. Auction Agent assembles shall assemble information communicated to it by Broker-Dealers as provided in Section 9(d)(i3(a) of Article VII Part II of the Amended By-lawsCertificate of Vote. Submission Deadline is 1:30 1:00 P.M. Not earlier than 1:30 1:00 P.M. Auction Agent makes shall make determinations pursuant to Section 9(d)(i3(a) of Article VII Part II of the Amended By-lawsCertificate of Vote. By approximately 3:00 3:30 P.M. (and Auction Agent advises shall advise the Trust Fund not later than the close of business) of the results of the Auction as provided in Section 9(d)(ii4(a) of Article VII Part II of the Amended By-lawsCertificate of Vote. Submitted Bids Bid Orders and Submitted Sell Orders are will be accepted and rejected in whole or in part and shares of APS are Preferred Shares will be allocated as provided in Section 9(e) 5 of Article VII Part II of the Amended By-lawsCertificate of Vote. Auction Agent gives shall give notice of the Auction results as set forth in Section 3.4(a) hereof. (b) BD agrees to maintain a list of Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list on or prior to each Auction Date for the purposes set forth in Section 9 2 of Article VII Part II of the Amended By-lawsCertificate of Vote. (c) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. A. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders. (d) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit CB, of transfers of shares of APSPreferred Shares, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit DC, of the failure of shares of APS Preferred Shares to be transferred to or by any Person that purchased or sold shares of APS Preferred Shares through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable Auction Date.

Auction Schedule; Method of Submission of Orders. (a) The Trust Funds and the Auction Agent shall conduct Auctions for APS the AMPS in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the TrustFund, which consent shall not be withheld unreasonably. The Auction Agent shall give notice of any such change to BD. Such notice shall be received prior to the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: By 9:30 A.M. a.m. Auction Agent advises shall advise the Trust Fund and the Broker-Dealers of the Reference Rate and the Maximum Applicable Rate 9:30 A.M. - 1:30 P.M. Applicable Rate as set forth in Section 3.2(a) hereof hereof. 9:30 a.m. - 1:30 p.m. Auction Agent assembles shall assemble information communicated to it by Broker-Dealers as provided in Section 9(d)(i2(a) of Article VII Part II of the Amended By-lawsStatement of Preferences. Submission Deadline deadline is 1:30 P.M. p.m. Not earlier than 1:30 P.M. p.m. Auction Agent makes shall make determinations pursuant to Section 9(d)(i3(a) of Article VII Part II of the Amended By-lawsStatement of Preferences. By approximately 3:00 P.M. 3:30 p.m. Auction Agent advises shall advise the Trust Fund of the results of the Auction as provided in Section 9(d)(ii3(b) of Article VII Part II of the Amended By-lawsStatement of Preferences. Submitted Bids Bid Orders and Submitted Sell Orders are will be accepted and rejected in whole or in part and shares of APS are AMPS will be allocated as provided in Section 9(e) 4 of Article VII Part II of the Amended By-lawsStatement of Preferences. Auction Agent gives shall give notice of the Auction results as set forth in Section 3.4(a) hereof. The Auction Agent will follow the Bond Market Association's Market Practice U.S. Holiday Recommendations for shortened trading days for the bond markets (the "BMA Recommendation") unless the Auction Agent is instructed otherwise. In the event of a BMA Recommendation on an Auction Date, the Submission Deadline will be 11:30 a.m., instead of 1:30 p.m., and as a result the notice set forth in Section 3.3 will occur earlier. (b) BD agrees to maintain a list of Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list on or prior to each Auction Date for the purposes set forth in Section 9 1 of Article VII Part II of the Amended By-lawsStatement of Preferences. (c) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. A. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders. (d) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit CB, of transfers of shares of APSAMPS, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit DC, of the failure of shares of APS AMPS to be transferred to or by any Person that purchased or sold shares of APS AMPS through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable Auction Date.

Auction Schedule; Method of Submission of Orders. (a) The Trust Fund and the Auction Agent shall normally conduct Auctions weekly (usually [ ] for APS Series [ ], [ ] for Series [ ] and [ ] for Series [ ]) in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the Trust, which consent shall not be withheld unreasonably. The By 9:30 a.m. Auction Agent shall give notice of any such change to BD. Such notice shall be received prior to advise the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: 9:30 A.M. Auction Agent advises Fund and the Trust and Broker-Dealers of the Reference Rate and the Maximum Applicable Rate 9:30 A.M. - 1:30 P.M. Applicable Rate as set forth in Section 3.2(a) hereof hereof. 9:30 a.m. - 1:00 p.m. Auction Agent assembles shall assemble information communicated to it by Broker-Dealers as provided in Section 9(d)(i) of Article VII 2 of the Amended By-lawsAuction Procedures. Submission Deadline deadline is 1:30 P.M. 1:00 p.m. Not earlier than 1:30 P.M. 1:00 p.m. Auction Agent makes shall make determinations pursuant to Section 9(d)(i3(a) of Article VII of the Amended By-lawsAuction Procedures. By approximately 3:00 P.M. p.m. Auction Agent advises shall advise the Trust Fund of the results of the Auction as provided in Section 9(d)(ii3(b) of Article VII of the Amended By-lawsAuction Procedures. Submitted Bids Bid Orders and Submitted Sell Orders are will be accepted and rejected in whole or in part and shares of APS are will be allocated as provided in Section 9(e) of Article VII 4 of the Amended By-lawsAuction Procedures. Auction Agent gives shall give notice of the Auction results as set forth in Section 3.4(a) 3.4 hereof. (b) BD agrees to maintain a list of Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list on or prior to each Auction Date for the purposes set forth in Section 9 1 of Article VII Part II of the Amended By-lawsStatement of Preferences. (c) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders. (d) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit C, of transfers of shares of APS, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit D, of the failure of shares of APS to be transferred to or by any Person that purchased or sold shares of APS through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. p.m. on (1) the Business Day next preceding the applicable Auction DateDate (in connection with notice delivered pursuant to clause (i) of the foregoing sentence) or (2) the Business preceding the next Auction Date following the failure of APS to be transferred (in connection with notice delivered pursuant to clause (ii) of the foregoing sentence).

Auction Schedule; Method of Submission of Orders. (a) The Trust Company and the Auction Agent shall conduct Auctions for APS the AMPS in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the TrustCompany, which consent shall not be withheld unreasonably. The Auction Agent shall give notice of any such change to BD. Such notice shall be received prior to the first Auction Date on which any such change shall be effective. Time Event ---- ----- By: By 9:30 A.M. Auction Agent advises the Trust Company and Broker-Dealers of the Reference Rate and the Maximum Applicable Rate 9:30 A.M. - 1:30 P.M. Applicable Rate as set forth in Section 3.2(a) hereof hereof. 9:30 A.M. - 1:00 P.M. Auction Agent assembles information communicated to it by Broker-Broker- Dealers as provided in Section 9(d)(iParagraph 10(c)(i) of Article VII of the Amended By-lawsArticles Supplementary. Submission Deadline is 1:30 1:00 P.M. Not earlier than 1:30 1:00 P.M. Auction Agent makes determinations pursuant to Section 9(d)(iParagraph 10(d)(i) of Article VII of the Amended By-lawsArticles Supplementary. By approximately 3:00 P.M. Auction Agent advises the Trust Company of the results of the Auction as provided in Section 9(d)(iiParagraph 10(d)(ii) of Article VII of the Amended By-lawsArticles Supplementary. Submitted Bids and Submitted Sell Orders are accepted and rejected in whole or in part and shares of APS AMPS are allocated as provided in Section 9(eParagraph 10(e) of Article VII of the Amended By-lawsArticles Supplementary. Auction Agent gives notice of the Auction results as set forth in Section 3.4(a) hereof. (b) BD agrees to maintain a list of Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list on or prior to each Auction Date for the purposes set forth in Section 9 of Article VII Paragraph 10 of the Amended By-lawsArticles Supplementary. (c) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders. (d) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit C, of transfers of shares of APSAMPS, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit D, of the failure of shares of APS AMPS to be transferred to or by any Person that purchased or sold shares of APS AMPS through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable Auction Date.