Common use of Failure to Deposit Clause in Contracts

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement and such Fund shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.7(c) hereof and the Auction Agency Agreement and such Fund shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.7(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of MuniPreferred and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the shares of MuniPreferred, if BD any, for which Notice of Redemption has been given by the Fund, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.7(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of MuniPreferred to the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(D) of the Auction Agency AgreementStatement (such Late Charge, for purposes of this clause (b)(iii) of this Section 2.7, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to shares of MuniPreferred shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Fund to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Fund shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the shares of MuniPreferred and (ii) without duplication, the Redemption Price for the shares of MuniPreferred, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Fund's failure to pay the Redemption Price in respect of shares of MuniPreferred when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Preferred Shares of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 2.8 of the Auction Agency Agreement and such Fund the Trust shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 2.8 of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Preferred Shares of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8 of the Auction Agency Agreement or such Fund the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8 of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Preferred Shares of any Fund the Trust during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8 of the Auction Agency Agreement or such Fund of the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a1) If: (i1) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.8(c) hereof and the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding Preferred Shares and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the Preferred Shares, if BD any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.8(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding Preferred Shares to the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b2) If: (i1) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii2) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(d) of the Auction Agency AgreementStatement (such Late Charge, for purposes of this clause (b) (iii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (3) A Failure to Deposit with respect to Preferred Shares shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the Preferred Shares and (ii) without duplication, the Redemption Price for the Preferred Shares, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust's failure to pay the Redemption Price in respect of Preferred Shares when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.7(c) hereof and the Auction Agency Agreement and such Fund shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.7(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of MuniPreferred and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the shares of MuniPreferred, if BD any, for which Notice of Redemption has been given by the Fund, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.7(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of MuniPreferred to the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(D) of the Auction Agency AgreementStatement (such Late charge, for purposes of this clause (b)(iii) of this Section 2.7, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to shares of MuniPreferred shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Fund to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Fund shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the shares of MuniPreferred and (ii) without duplication, the Redemption Price for the shares of MuniPreferred, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Fund's failure to pay the Redemption Price in respect of shares of MuniPreferred when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If: (i) If any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred APS of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 2.8(c) of the Auction Agency Agreement and such Fund the Trust shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 2.8(a) of the Auction Agency Agreement, ; then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred APS of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such Fund the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred APS of any Fund the Trust during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such Fund and the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(b) of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any Rate Period thereof (other than any Special Rate Dividend Period consisting of [ ] or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Dividend Period consisting of [ ] or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, [ ] Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured as described in accordance with Section 2.7 2.7(a) of the Auction Agency Agreement and such the Fund shall have paid to the Auction Agent for such series the applicable Late Charge a late charge as described in such Section 2.7 of the Auction Agency Agreement, 2.7(a); then, if BD is a Broker-Dealer for such series, such the Auction Agent shall deliver a notice in the form of Exhibit G I to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any a Rate Period thereof (other than any Special Rate Dividend Period consisting of [ ] or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Dividend Period consisting of [ ] or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, [ ] on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.7(a) of the Auction Agency Agreement or such and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.7(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during a Special Rate Dividend Period thereof consisting of [ ] or more than 364 Rate Period DaysDividend Periods, or during any Rate Period thereof succeeding any Special Rate Dividend Period consisting of [ ] or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been curedoccurred, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in within the meaning of Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.7(a) of the Auction Agency Agreement; , then such the Auction Agent shall deliver a notice in the form of Exhibit H J to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing such Failure to Deposit and such Late ChargeDeposit.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Municipal Preferred of any Fund Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Municipal Preferred of any Fund Trust during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund Trust curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: 8 9 (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement and such Fund shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund curing such Failure to Deposit and such Late Charge.;

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund AMPS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.8(c) hereof and the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding AMPS and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the AMPS, if BD any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.8(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding AMPS to the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund AMPS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund AMPS during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(d) of the Auction Agency AgreementStatement (such Late Charge, for purposes of this clause (b) (iii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to AMPS shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the AMPS and (ii) without duplication, the Redemption Price for the AMPS, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust's failure to pay the Redemption Price in respect of AMPS when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a1) If: (i1) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.8(c) hereof and the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding Preferred Shares and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the Preferred Shares, if BD any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.8(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding Preferred Shares to the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b2) If: (i1) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii2) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(d) of the Auction Agency AgreementStatement (such Late Charge, for purposes of this clause (b) (iii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (3) A Failure to Deposit with respect to Preferred Shares shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the Preferred Shares and (ii) without duplication, the Redemption Price for the Preferred Shares, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust's failure to pay the 15 Redemption Price in respect of Preferred Shares when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Preferred Shares of any Fund Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Preferred Shares of any Fund Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Preferred Shares of any Fund Trust during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund Trust curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.7(c) hereof and the Auction Agency Agreement and such Fund shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.7(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of MuniPreferred and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the shares of MuniPreferred, if BD any, for which Notice of Redemption has been given by the Fund, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.7(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of MuniPreferred to the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(D) of the Auction Agency AgreementStatement (such Late Charge, for purposes of this clause (b)(iii) of this Section 2.7, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement and such Fund shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; 9 then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sentence and such Fund the Company shall have paid to the Auction Agent a late charge equal to the sum of (A) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on the shares of Preferred Shares, an amount computed by multiplying (1) 225% of the "AA" Financial Composite Commercial Paper Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (2) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in Section 2.7 accordance with the next sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of Preferred Shares and (B) if such Failure to Deposit consisted of the failure timely t ' o pay to the Auction Agency Agreement, thenAgent the cash Redemption Price of the shares of Preferred Shares, if BD any, for which Notice of Redemption has been given by the Company pursuant to paragraph (b) of Section 3 of Part I of the Articles Supplementary, an amount computed by multiplying (x) 225% of the "AA" Financial Composite Commercial Paper Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with the next succeeding sentence (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of Preferred Shares to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement I hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for Preferred Shares not later than one Business Day after its receipt of the payment from such Fund the Company curing such Failure to Deposit and such Late Chargelate charge. A Failure to Deposit with respect to Preferred Shares shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Company to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon on the fourth Business Day preceding any Auction Date therefor the Company shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on the shares of Preferred Shares and (B) without duplication, the Redemption Price for the shares of Preferred Shares, if any, for which Notice of Redemption has been given by the Company pursuant to paragraph (b) of Section 3 of Part I of the Articles Supplementary. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any a Rate Period thereof (other than any Special Rate Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund last sentence of Section 2.6(a) hereof and the Company shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.6(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during a Special Rate Period thereof consisting of four or more than 364 Rate Period DaysDividend Periods, or during any Rate Period thereof succeeding any Special Rate Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund shall not have paid to last sentence of Section 2.6(a) hereof, then the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement J hereto to the Broker-Dealers for such series Preferred Shares not later than one Business Day after the receipt of the payment from such Fund the company curing such Failure to Deposit and such Late ChargeDeposit.

Failure to Deposit. (a) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 2.8 of the Auction Agency Agreement and such Fund the Trust shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 2.8 of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8 of the Auction Agency Agreement or such Fund the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8 of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any Fund the Trust during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8 of the Auction Agency Agreement or such Fund of the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during any Rate Period thereof (other than any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sentence and such the Fund shall have paid to the Auction Agent a late charge equal to the sum of (A) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on the APS, an amount computed by multiplying (1) 200% of the "AA" Composite Commercial Paper Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (2) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in Section 2.7 accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS and (B) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency AgreementAgent the Optional Redemption Price or Mandatory Redemption Price, thenas the case may be, of the APS, if BD is any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions, an amount computed by multiplying (x) 200% of the "AA" Composite Commercial Paper Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a Broker-Dealer fraction, the numerator of which shall be the number of days for which such seriesFailure to Deposit was not cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit was cured) and the denominator of which shall be 365, such and applying the rate obtained against the aggregate liquidation preference of the outstanding APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement I hereto by first-class mail, postage prepaid, to BD the Broker-Dealers not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. A Failure to Deposit with respect to the APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Fund to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, the Fund shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on the APS and (B) without duplication, the Optional Redemption Price or Mandatory Redemption Price, as the case may be, for the APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during any a Rate Period period thereof (other than any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such last sentence of Section 2.7(a) hereof and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.7(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during a Special Rate Dividend Period, if such Special Dividend Period thereof of more than 364 Rate Period Daysis one year or greater, or during any Rate Period thereof succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure Fail- ure to Deposit occurred that has not been curedoccurred, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund shall not have paid to last sentence of Section 2.7(a) hereof, then the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement J hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing during such Failure to Deposit and such Late ChargeDeposit. Notwithstanding the foregoing, the Auction Agent shall conduct an Auction on an Auction Date which occurs simultaneously with the date of commencement of a Failure to Deposit.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any Rate Period thereof (other than any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured as described in accordance with Section 2.7 2.7(a) of the Auction Agency Agreement and such the Fund shall have paid to the Auction Agent for such series the applicable Late Charge a late charge as described in such Section 2.7 of the Auction Agency Agreement, 2.7(a); then, if BD is a Broker-Dealer for such series, such the Auction Agent shall deliver a notice in the form of Exhibit G I to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any a Rate Period thereof (other than any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.7(a) of the Auction Agency Agreement or such and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.7(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during a Special Rate Dividend Period thereof consisting of four or more than 364 Rate Period DaysDividend Periods, or during any Rate Period thereof succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been curedoccurred, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in within the meaning of Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.7(a) of the Auction Agency Agreement; , then such the Auction Agent shall deliver a notice in the form of Exhibit H J to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing such Failure to Deposit and such Late ChargeDeposit.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured as described in accordance with Section 2.7 [2.6(a)] of the Auction Agency Agreement and such Fund the Company shall have paid to the Auction Agent for such series the applicable Late Charge a late charge as described in such Section 2.7 of the Auction Agency Agreement, [2.6 (a) then, if BD is a Broker-Dealer for such series, such the Auction Agent shall deliver a notice in the form of Exhibit G [I] to the Auction Agency Agreement by first-class mail, postage prepaid, to BD SSB not later than one Business Day after its receipt of the payment from such Fund the Company curing such Failure to Deposit and such Late Chargelate charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 [2.7] of the Auction Agency Agreement or such Fund the Company shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in Section 2.7 [2.7] of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, noon on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 [2.7] of the Auction Agency Agreement or such Fund the Company shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in Section 2.7 [2.7] of the Auction Agency Agreement; then such the Auction Agent shall deliver a notice in the form of Exhibit H [H] to the Auction Agency Agreement to the Broker-Dealers for such series SSB not later than one Business Day after the receipt of the payment from such Fund the Company curing such Failure to Deposit and such Late Chargelate charge.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement and such Fund shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund curing such Failure to Deposit and such Late Charge.;

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.8(c) hereof and the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding Preferred Shares and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the Preferred Shares, if BD any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.8(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding Preferred Shares to the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-first- class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(d) of the Auction Agency AgreementStatement (such Late Charge, for purposes of this clause (b) (iii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to Preferred Shares shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the Preferred Shares and (ii) without duplication, the Redemption Price for the Preferred Shares, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust's failure to pay the Redemption Price in respect of Preferred Shares when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Municipal Preferred during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.7(c) hereof and the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with 14 12 Section 2.7 2.7(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of Municipal Preferred and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the shares of Municipal Preferred, if BD any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.7(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of Municipal Preferred to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Municipal Preferred during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Municipal Preferred during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noonNoon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(D) of Section 12.1 of the Auction Agency AgreementBylaws (such Late Charge, for purposes of this clause (b)(ii) of this Section 2.7, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and 15 13 (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to shares of Municipal Preferred shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the shares of Municipal Preferred and (ii) without duplication, the Redemption Price for the shares of Municipal Preferred, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust's failure to pay the Redemption Price in respect of shares of Municipal Preferred when the related Notice of Redemption provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 2.8(c) of the Auction Agency Agreement and such Fund the Trust shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 2.8(a) of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such Fund the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any Fund the Trust during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such Fund of the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: (i) : any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), ; but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement and such the Fund shall have paid to the Auction Agent for such series the applicable Late Charge late charge as described in Section 2.7 of the Auction Agency Agreement, ; then, if BD is a Broker-Dealer for such series, such the Auction Agent shall deliver a notice in the form of Exhibit G H to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in Section 2.7 of the Auction Agency Agreement; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in Section 2.7 of the Auction Agency Agreement; then such the Auction Agent shall deliver a notice in the form of Exhibit H I to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge.

Failure to Deposit. (a) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any Fund the Trust during any Rate rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such each Failure to Deposit shall have been cured in accordance with Section 2.7 2.8(c) of the Auction Agency Agreement and such Fund the Trust shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 2.8(a) of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund from, the Trust curing such Failure to Deposit and such Late Charge. (b) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such Fund the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any Fund the Trust during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such Fund of the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H I-I to the Auction Agency Agreement to the Broker-Dealers Dealers: for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred APS of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 2.8(c) of the Auction Agency Agreement and such Fund the Trust shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 2.8(a) of the Auction Agency Agreement; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of APS of the Trust during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.8(c) of the Auction Agency Agreement and the Trust shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.8(a) of the Auction Agency Agreement; then, if BD is a Broker-Broker- Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred APS of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such Fund the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred APS of any Fund the Trust during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such Fund and the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred APS of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 2.8(c) of the Auction Agency Agreement and such Fund the Trust shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 2.8(a) of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred APS of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such Fund the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred APS of any Fund the Trust during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such Fund of the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Municipal Preferred during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.7(c) hereof and the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.7(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of Municipal Preferred and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the shares of Municipal Preferred, if BD any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.7(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of Municipal Preferred to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Municipal Preferred during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Municipal Preferred during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noonNoon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(D) of Section 12.1 of the Auction Agency AgreementBylaws (such Late Charge, for purposes of this clause (b)(ii) of this Section 2.7, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to shares of Municipal Preferred shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the shares of Municipal Preferred and (ii) without duplication, the Redemption Price for the shares of Municipal Preferred, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust's failure to pay the Redemption Price in respect of shares of Municipal Preferred when the related Notice of Redemption provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 2.8 of the Auction Agency Agreement and such Fund the Trust shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 2.8 of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any Fund the Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8 of the Auction Agency Agreement or such Fund the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8 of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any Fund the Trust during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8 of the Auction Agency Agreement or such Fund of the Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured as described in accordance with Section 2.7 2.6(a) of the Auction Agency Agreement and such Fund the Company shall have paid to the Auction Agent for such series the applicable Late Charge a late charge as described in such Section 2.7 of the Auction Agency Agreement, 2.6(a); then, if BD is a Broker-Dealer for such series, such the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD SSB not later than one Business Day after its receipt of the payment from such Fund the Company curing such Failure to Deposit and such Late Chargelate charge. (b) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.6(a) of the Auction Agency Agreement or such Fund the Company shall not have paid to the Auction Agent for such series the applicable Late Charge late charge, if any, described in Section 2.7 2.6(a) of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, noon on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.6(a) of the Auction Agency Agreement or such Fund the Company shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in Section 2.7 2.6(a) of the Auction Agency Agreement; then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series SSB not later than one Business Day after the receipt of the payment from such Fund the Company curing such Failure to Deposit and such Late Chargelate charge.

Failure to Deposit. (a) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any the Fund during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third fourth Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 2.8(c) of the Auction Agency Agreement and such the Fund shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 2.8(a) of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G F to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge. (b) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any the Fund during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third fourth Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any the Fund during a Special Rate Period thereof consisting of more than 364 Rate Period Daysdays, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such of the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; then such Auction Agent shall deliver a the notice it received in the form of Exhibit H G to the Auction Agency Agreement to the Broker-Dealers for such series not later than one as soon as practicable following such fourth Business Day after the receipt of the payment from such Fund curing such Failure to Deposit and such Late ChargeDay.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any Rate Period thereof (other than any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sent- ence and such the Fund shall have paid to the Auction Agent for a late charge equal to the sum of (A) if such series the applicable Late Charge as described in Section 2.7 Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, then, if BD is a Broker-Dealer for Agent the full amount of dividends with respect to any Dividend Period on the shares of such series, an amount computed by multiplying (1) 200% of the Reference Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such Dividend Period by (2) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of such series of APS and (B) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the Optional Redemption Price or Mandatory Redemption Price, as the case may be, of the shares of such series of APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions, an amount computed by multiplying (x) 200% of the Reference Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit was not cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit was cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of such series of APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement I hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. A Failure to Deposit with respect to any series of APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Fund to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, the Fund shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on the shares of such series of APS and (B) without duplication, the Optional Redemption Price or Mandatory Redemption Price, as the case may be, for the shares of such series of APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any a Rate Period thereof (other than any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such last sentence of Section 2.7(a) hereof and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.7(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during a Special Rate Dividend Period, if such Special Dividend Period thereof of more than 364 Rate Period Daysis one year or greater, or during any Rate Period thereof succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred that has not been curedoccurred, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund shall not have paid to last sentence of Section 2.7(a) hereof, then the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement J hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing during such Failure to Deposit and such Late ChargeDeposit. Notwithstanding the foregoing, the Auction Agent shall conduct an Auction on an Auction Date which occurs simultaneously with the date of commencement of a Failure to Deposit.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.8(c) hereof and the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent a late charge (a “Late Charge”) equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the APS, if BD any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 300% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.8(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding APS to the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(D) of Part I of the Auction Agency AgreementStatement (such Late Charge, for purposes of this clause (b) (ii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the APS and (ii) without duplication, the Redemption Price for the APS, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust’s failure to pay the Redemption Price in respect of APS when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.7(c) hereof and the Auction Agency Agreement and such Fund shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.7(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of MuniPreferred and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the shares of MuniPreferred, if BD any, for which Notice of Redemption has been given by the Fund, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.7(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of MuniPreferred to the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period 11 12 of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(D) of the Auction Agency AgreementStatement (such Late Charge, for purposes of this clause (b)(iii) of this Section 2.7, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to shares of MuniPreferred shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Fund to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Fund shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the shares of MuniPreferred and (ii) without duplication, the Redemption Price for the shares of MuniPreferred, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Fund's failure to pay the Redemption Price in respect of shares of MuniPreferred when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Preferred Shares of any Fund Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the that date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 2.8 of the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 2.8 of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund Trust curing such Failure to Deposit and such Late Charge. (b) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Preferred Shares of any Fund Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8 of the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8 of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Preferred Shares of any Fund Trust during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8 of the Auction Agency Agreement or of such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund Trust curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any a series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured as described in accordance with Section 2.7 2.6(a) of the Auction Agency Agreement and such the Fund shall have paid to the Auction Agent for such series the applicable Late Charge a late charge as described in such Section 2.7 of the Auction Agency Agreement, 2.6(a); then, if BD is a Broker-Dealer for such series, such the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD SSB not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any a series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.6(a) of the Auction Agency Agreement or such the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge, if any, described in Section 2.7 2.6(a) of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any such series of MuniPreferred of any Fund Preferred Shares during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, noon on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.6(a) of the Auction Agency Agreement or such the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in Section 2.7 2.6(a) of the Auction Agency Agreement; then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series SSB not later than one Business Day after the receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, ; but prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.7(c) and the Auction Agency Agreement and such Fund shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.7(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of such series of Preferred Shares and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the shares of such series of Preferred Shares, if BD any, for which Notice of Redemption has been given by the Fund, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.7(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of such series of Preferred Shares to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement H hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any a Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency AgreementCharge; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(D) of the Auction Agency Agreement; Articles Supplementary (such Late Charge, for purposes of this clause (b)(iii) of this Section 2.7, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced, then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement I hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to shares of Preferred Shares shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Fund to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Fund shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the shares of Preferred Shares and (ii) without duplication, the Redemption Price for the shares of Preferred Shares, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Fund's failure to pay the Redemption Price in respect of shares of Preferred Shares when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any Rate Period thereof (other than any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit Deposit, shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sentence and such the Fund shall have paid to the Auction Agent a late charge equal to the sum of (A) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on the APS, an amount computed by multiplying (1) 200% of the Reference Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (2) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in Section 2.7 accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS and (B) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency AgreementAgent the Optional Redemption Price or Mandatory Redemption Price, thenas the case may be, of the APS, if BD is any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions, an amount computed by multiplying (x) 200% of the Reference Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a Broker-Dealer fraction, the numerator of which shall be the number of days for which such seriesFailure to Deposit was not cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit 15 was cured) and the denominator of which shall be 365, such and applying the rate obtained against the aggregate liquidation preference of the outstanding APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement I hereto by first-class mail, mail postage prepaid, to BD the Broker-Dealers for the APS not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. A Failure to Deposit with respect to the APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Fund to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, the Fund shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on APS and (B) without duplication, the Optional Redemption Price or Mandatory Redemption Price, as the case may be, for APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during any a Rate Period thereof (other than any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such last sentence of Section 2.7(a) hereof and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.7(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during a Special Rate Dividend Period, if such Special Dividend Period thereof of more than 364 Rate Period Daysis one year or greater, or during any Rate Period thereof succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred that has not been curedoccurred, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund shall not have paid to last sentence oE Section 2.7(a) hereof, then the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement J hereto to the Broker-Dealers for such series the APS not later than one Business Day after the receipt of the payment from such the Fund curing during such Failure to Deposit and such Late ChargeDeposit. Notwithstanding the foregoing,, the Auction Agent shall conduct an Auction on an Auction Date which occurs simultaneously with the date of commencement of a Failure to Deposit.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any Rate Period thereof (other than any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured as described in accordance with Section 2.7 (a) of the Auction Agency Agreement and such the Fund shall have paid to the Auction Agent for such series the applicable Late Charge a late charge as described in such Section 2.7 of the Auction Agency Agreement, 2.7(a); then, if BD is a Broker-Dealer for such series, such the Auction Agent shall deliver a notice in the form of Exhibit G I to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any a Rate Period thereof (other than any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 (a) of the Auction Agency Agreement or such and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.7(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during a Special Rate Dividend Period thereof consisting of four or more than 364 Rate Period DaysDividend Periods, or during any Rate Period thereof succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been curedoccurred, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in within the meaning of Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.7(a) of the Auction Agency Agreement; , then such the Auction Agent shall deliver a notice in the form of Exhibit H J to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing such Failure to Deposit and such Late ChargeDeposit.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any a series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sentence and such the Fund shall have paid to the Auction Agent a late charge equal to the sum of (A) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on the shares of Preferred Shares, an amount computed by multiplying (1) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (2) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in Section 2.7 accordance with the next sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of such series of Preferred Shares and (B) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the cash Redemption Price of the shares of such series of Preferred Shares, if BD any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (c) of Section 11 of Part I of the Articles Supplementary, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with the next succeeding sentence (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of Preferred Shares to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G hereto to --------- the Auction Agency Agreement by firstBroker-class mail, postage prepaid, to BD Dealers for Preferred Shares not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. A Failure to Deposit with respect to Preferred Shares shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Fund to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon on the fourth Business Day preceding any Auction Date therefor the Fund shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on the shares of Preferred Shares and (B) without duplication, the Redemption Price for the shares of Preferred Shares, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the Articles Supplementary. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any a series of MuniPreferred of any Fund Preferred Shares during any a Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such last sentence of Section 2.6(a) hereof and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.6(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during a Special Rate Period thereof consisting of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period consisting of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund shall not have paid to last sentence of Section 2.6(a) hereof, then the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H hereto to the Auction Agency Agreement to --------- the Broker-Dealers for such series Preferred Shares not later than one Business Day after the receipt of the payment from such the Fund curing such Failure to Deposit and such Late ChargeDeposit.

Failure to Deposit. (a) i If: (i1) any Any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund AMPS during any Rate Period thereof (other than any Special Rate Period consisting of four or more than 364 Rate Period Days dividend periods or any Rate Period succeeding any Special Rate Period consisting of four or more than 364 Rate Period Days dividend periods during which a Failure to Deposit occurred that has not been cured), but, ; and (2) prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sentence and such Fund the Company shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (A) if such Failure to Deposit consisted of the failure to pay timely to the Auction Agent the full amount of dividends with respect to any Dividend Period on the shares of AMPS, an amount computed by multiplying (1) 225% of the "AA" Composite Commercial Paper Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Date for such series Dividend Period by (2) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in Section 2.7 accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of AMPS and (B) if such Failure to Deposit consisted of the failure to pay timely to the Auction Agency Agreement, thenAgent the cash Redemption Price of the shares of AMPS, if BD any, for which Notice of Redemption has been given by the Company pursuant to Section 3(b) of Part I of the Articles Supplementary, an amount computed by multiplying (x) 225% of the "AA" Composite Commercial Paper Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with the next succeeding sentence (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of AMPS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement H hereto by first-class mail, postage prepaid, prepaid to BD the Broker-Dealers for AMPS not later than one Business Day after its receipt from the Company of the payment from such Fund curing such Failure to Deposit and the payment of such Late Charge. A Failure to Deposit with respect to AMPS shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Company to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon on the fourth Business Day preceding any Auction Date therefore the Company shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on the shares of AMPS and (B) without duplication, the Redemption Price for the shares of AMPS, if any, for which Notice of Redemption has been given by the Company pursuant to Section 3(b) of Part I of the Articles Supplementary. (b) ii If: (i1) any Any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund AMPS during any a Rate Period thereof (other than any Special Rate Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund last sentence of Section 2.6(a) hereof and the Company shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent, but such Failure to Deposit shall subsequently be so cured and the Company shall have paid the applicable Late Charge; or (ii2) any Any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund AMPS during a Special Rate Period thereof consisting of four or more than 364 Rate Period DaysDividend Periods, or during any Rate Period thereof succeeding any Special Rate Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund last sentence of Section 2(f)(i) hereof and the Company shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of Charge, then the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement I hereto to the Broker-Dealers for such series AMPS not later than one Business Day after the receipt from the Company of the payment from such Fund curing such Failure to Deposit and the payment of such Late Charge.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any Rate Period thereof (other than any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sentence and such the Fund shall have paid to the Auction Agent for a late charge equal to the sum of (A) if such series the applicable Late Charge as described in Section 2.7 Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, then, if BD is a Broker-Dealer for Agent the full amount of dividends with respect to any Dividend Period on the shares of such series, an amount computed by multiplying (1) 200% of the "AA" Composite Commercial Paper Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such Dividend Period by (2) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of such series of APS and (B) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the Optional Redemption Price or Mandatory Redemption Price, as the case may be, of the shares of such series of APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions, an amount computed by multiplying (x) 200% of the "AA" Composite Commercial Paper Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit was not cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit was cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of the outstanding of such series of APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement I hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. A Failure to Deposit with respect to any series of APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Fund to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, the Fund shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on the shares of such series of APS and (B) without duplication, the Optional Redemption Price or Mandatory Redemption Price, as the case may be, for the shares of such series of APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any a Rate Period thereof (other than any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such last sentence of Section 2.7(a) hereof and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.7(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during a Special Rate Dividend Period, if such Special Dividend Period thereof of more than 364 Rate Period Daysis one year or greater, or during any Rate Period thereof succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred that has not been curedoccurred, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund shall not have paid to last sentence of Section 2.7(a) hereof, then the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement J hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing during such Failure to Deposit and such Late ChargeDeposit. Notwithstanding the foregoing, the Auction Agent shall conduct an Auction on an Auction Date which occurs simultaneously with the date of commencement of a Failure to Deposit.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any Rate Period thereof (other than any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sentence and such the Fund shall have paid to the Auction Agent for a late charge equal to the sum of (A) if such series the applicable Late Charge as described in Section 2.7 Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, then, if BD is a Broker-Dealer for Agent the full amount of dividends with respect to any Dividend Period on the shares of such series, an amount computed by multiplying (1) 200% of the "AA" Composite Commercial Paper Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such Dividend Period by (2) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of such series of APS and (B) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the Optional Redemption Price or Mandatory Redemption Price, as the case may be, of the shares of such series of APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions, an amount computed by multiplying (x) 200% of the "AA" Composite Commercial Paper Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit was not cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit was cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of such series of APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement I hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. A Failure to Deposit with respect to any series of APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Fund to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, the Fund shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on the shares of such series of APS and (B) without duplication, the Optional Redemption Price or Mandatory Redemption Price, as the case may be, for the shares of such series of APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any a Rate Period thereof (other than any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend periods during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such last sentence of Section 2.7(a) hereof and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.7(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during a Special Rate Dividend Period thereof consisting of four or more than 364 Rate Period DaysDividend Periods, or during any Rate Period thereof succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been curedoccurred, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund shall not have paid to last sentence of Section 2.7(a) hereof, then the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement J hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing during such Failure to Deposit and such Late ChargeDeposit. Notwithstanding the foregoing, the Auction Agent shall conduct an Auction on an Auction Date which occurs simultaneously with the date of commencement of a Failure to Deposit.

Failure to Deposit. (a) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any the Fund during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third fourth Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 2.8(c) of the Auction Agency Agreement and such the Fund shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 2.8(a) of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G F to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge. (b) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any the Fund during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third fourth Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any the Fund during a Special Rate Period thereof consisting of more than 364 Rate Period Days, or during any Rate 7 Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such of the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H G to the Auction Agency Agreement to the Broker-Dealers for such series not later than one as soon as practicable following such fourth Business Day after the receipt of the payment from such Fund curing such Failure to Deposit and such Late ChargeDay.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sentence and such the Fund shall have paid to the Auction Agent a late charge equal to the sum of (A) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on the shares of Preferred Shares, an amount computed by multiplying (1) 225% of the "AA" Financial Composite Commercial Paper Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (2) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in Section 2.7 accordance with the next sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of Preferred Shares and (B) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the cash Redemption Price of the shares of Preferred Shares, if BD any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the Articles Supplementary, an amount computed by multiplying (x) % of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with the next succeeding sentence (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of Preferred Shares to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto --------- by first-class mail, postage prepaid, to BD the Broker-Dealers for Preferred Shares not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. A Failure to Deposit with respect to Preferred Shares shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Fund to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon on the fourth Business Day preceding any Auction Date therefor the Fund shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on the shares of Preferred Shares and (B) without duplication, the Redemption Price for the shares of Preferred Shares, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the Articles Supplementary. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any a Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days days during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such last sentence of Section 2.6(a) hereof and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.6(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during a Special Rate Period thereof consisting of four or more than 364 Rate Period DaysDividend Periods, or during any Rate Period thereof succeeding any Special Rate Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund shall not have paid to last sentence of Section 2.6(a) hereof, then the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto --------- to the Broker-Dealers for such series Preferred Shares not later than one Business Day after the receipt of the payment from such the Fund curing such Failure to Deposit and such Late ChargeDeposit.

Failure to Deposit. (a) If:: 8 (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement and such Fund shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.8(c) hereof and the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding Preferred Shares and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the Preferred Shares, if BD any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.8(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding Preferred Shares to the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(d) of the Auction Agency AgreementStatement (such Late Charge, for purposes of this clause (b) (iii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to Preferred Shares shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the Preferred Shares and (ii) without duplication, the Redemption Price for the Preferred Shares, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust's failure to pay the Redemption Price in respect of Preferred Shares when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If: (i) If any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund AMPS during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third fourth Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.8(c) hereof and the Auction Agency Agreement and such Fund shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding AMPS and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the shares of any series of AMPS, if BD any, for which Notice of Redemption has been given by the Fund, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.8(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of such series of AMPS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement F hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund AMPS during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third fourth Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund AMPS during a Special Rate Period thereof consisting of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period consisting of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement G hereto to the Broker-Dealers for such series not later than one as soon as practicable following such fourth Business Day after the receipt of the payment from such Fund curing such Day. (c) A Failure to Deposit with respect to shares of a series of AMPS shall have been cured with respect to any Rate Period if, within the respective time periods described immediately above, the Fund shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on shares of such Late Chargeseries of AMPS and (ii) without duplication, the Redemption Price for the shares of such series of AMPS, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Fund's failure to pay the Redemption Price in respect of shares of a series of AMPS when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during any Rate Period thereof (other than any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sentence and such the Fund shall have paid to the Auction Agent a late charge equal to the sum of (A) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such APS, an amount computed by multiplying (1) 200% of the "AA" Composite Commercial Paper Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (2) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in Section 2.7 accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS and (B) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency AgreementAgent the Optional Redemption Price or Mandatory Redemption Price, thenas the case may be, of the APS, if BD is any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions, an amount computed by multiplying (x) 200% of the "AA" Composite Commercial Paper Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a Broker-Dealer fraction, the numerator of which shall be the number of days for which such seriesFailure to Deposit was not cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit was cured) and the denominator of which shall be 365, such and applying the rate obtained against the aggregate liquidation preference of the outstanding APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement I hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such APS not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. A Failure to Deposit with respect to the APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Fund to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, the Fund shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on the APS and (B) without duplication, the Optional Redemption Price or Mandatory Redemption Price, as the case may be, for the APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during any a Rate Period thereof (other than any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such last sentence of Section 2.7(a) hereof and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.7(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during a Special Rate Dividend Period, if such Special Dividend Period thereof of more than 364 Rate Period Daysis one year or greater, or during any Rate Period thereof succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred that has not been curedoccurred, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund shall not have paid to last sentence of Section 2.7(a) hereof, then the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement J hereto to the Broker-Dealers for such series APS not later than one Business Day after the receipt of the payment from such the Fund curing during such Failure to Deposit and such Late ChargeDeposit. Notwithstanding the foregoing, the Auction Agent shall conduct an Auction on an Auction Date which occurs simultaneously with the date of commencement of a Failure to Deposit.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during any Rate Period thereof (other than any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sentence and such the Fund shall have paid to the Auction Agent a late charge equal to the sum of (A) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on the APS, an amount computed by multiplying (1) 200% of the "AA" Composite Commercial Paper Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (2) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in Section 2.7 accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of such outstanding APS and (B) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency AgreementAgent the Optional Redemption Price or Mandatory Redemption Price, thenas the case may be, of the APS, if BD is any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions; an amount computed by multiplying (x) 200% of the "AA" Composite Commercial Paper Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a Broker-Dealer fraction, the numerator of which shall be the number of days for which such seriesFailure to Deposit was not cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit was cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of such outstanding APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement I hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for the APS not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. A Failure to Deposit with respect to the APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Fund to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, the Fund shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on such APS and (B) without duplication, the Optional Redemption Price or Mandatory Redemption Price, as the case may be, for such APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during any a Rate Period thereof (other than any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such last sentence of Section 2.7(a) hereof and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.7(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during a Special Rate Dividend Period thereof consisting of four or more than 364 Rate Period DaysDividend Periods, or during any Rate Period thereof succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been curedoccurred, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund shall not have paid to last sentence of Section 2.7(a) hereof, then the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement J hereto to the Broker-Dealers for such series APS not later than one Business Day after the receipt of the payment from such the Fund curing during such Failure to Deposit and such Late ChargeDeposit. Notwithstanding the foregoing, the Auction Agent shall conduct an Auction on an Auction Date which occurs simul- taneously with the date of commencement of a Failure to Deposit.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Municipal Preferred of any Fund Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such Fund Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Municipal Preferred of any Fund Trust during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent 16 9 for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred Municipal Preferred of any Fund Trust during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 of the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund Trust curing such Failure to Deposit and such Late Charge.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any Rate Period thereof (other than any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sentence and such the Fund shall have paid to the Auction Agent a late charge equal to the sum of (A) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on the APS, an amount computed by multiplying (1) 200% of the Reference Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (2) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in Section 2.7 accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS and (B) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency AgreementAgent the Optional Redemption Price or Mandatory Redemption Price, thenas the case may be, of the APS, if BD is any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions, an amount computed by multiplying (x) 200% of the Reference Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a Broker-Dealer fraction, the numerator of which shall be the number of days for which such seriesFailure to Deposit was not cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit was cured) and the denominator of which shall be 365, such and applying the rate obtained against the aggregate liquidation preference of the outstanding APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement I hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for the APS not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. A Failure to Deposit with respect to the APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Fund to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, the Fund shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on APS and (B) without duplication, the Optional Redemption Price or Mandatory Redemption Price, as the case may be, for APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during any a Rate Period thereof (other than any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such last sentence of Section 2.7(a) hereof and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.7(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during a Special Rate Dividend Period, if such Special Dividend Period thereof of more than 364 Rate Period Daysis one year or greater, or during any Rate Period thereof succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred that has not been curedoccurred, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund shall not have paid to last sentence of Section 2.7(a) hereof, then the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement J hereto to the Broker-Dealers for such series the APS not later than one Business Day after the receipt of the payment from such the Fund curing during such Failure to Deposit and such Late ChargeDeposit. Notwithstanding the foregoing, the Auction Agent shall conduct an Auction on an Auction Date which occurs simultaneously with the date of commencement of a Failure to Deposit.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during any Rate Period thereof (other than any Special Rate Dividend Period, if such Special Divi- dend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sentence and such the Fund shall have paid to the Auction Agent a late charge equal to the sum of (A) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on the APS, an amount computed by multiplying (1) 200% of the "AA" Composite Commercial Paper Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (2) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in Section 2.7 accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS and (B) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency AgreementAgent the Optional Redemption Price or Mandatory Redemption Price, thenas the case may be, of the APS, if BD is any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions, an amount computed by multiplying (x) 200% of the "AA" Composite Commercial Paper Rate (or Treasury Rate, if applicable) for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a Broker-Dealer fraction, the numerator of which shall be the number of days for which such seriesFailure to Deposit was not cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit was cured) and the denominator of which shall be 365, such and applying the rate obtained against the aggregate liquidation preference of the outstanding APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement I hereto by first-class mail, postage prepaid, to BD the Broker-Dealers not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Chargelate charge. A Failure to Deposit with respect to the APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Fund to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, the Fund shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on the APS and (B) without duplication, the Optional Redemption Price or Mandatory Redemption Price, as the case may be, for the APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during any a Rate Period thereof (other than any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, or any Rate Period succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such last sentence of Section 2.7(a) hereof and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.7(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund the APS during a Special Rate Dividend Period, if such Special Dividend Period thereof of more than 364 Rate Period Daysis one year or greater, or during any Rate Period thereof succeeding any Special Rate Dividend Period, if such Special Dividend Period of more than 364 Rate Period Days is one year or greater, during which a Failure to Deposit occurred that has not been curedoccurred, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund shall not have paid to last sentence of Section 2.7(a) hereof, then the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement J hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing during such Failure to Deposit and such Late ChargeDeposit. Notwithstanding the foregoing, the Auction Agent shall conduct an Auction on an Auction Date which occurs simultaneously with the date of commencement of a Failure to Deposit.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund AMPS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.8(c) hereof and the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding AMPS and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the AMPS, if BD any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.8(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding AMPS to the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund AMPS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noonnoon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund AMPS during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.8(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(D) of the Auction Agency AgreementStatement (such Late Charge, for purposes of this clause (b) (ii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to AMPS shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the AMPS and (ii) without duplication, the Redemption Price for the AMPS, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust's failure to pay the Redemption Price in respect of AMPS when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any Rate Period thereof (other than any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been cured), but, ; and (ii) prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of the Auction Agency Agreement next succeeding sentence and such the Fund shall have paid to the Auction Agent for a late charge equal to the sum of (A) if such series the applicable Late Charge as described in Section 2.7 Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, then, if BD is a Broker-Dealer for Agent the full amount of dividends with respect to any Dividend Period on the shares of such series, an amount computed by multiplying (1) 200% of the "AA" Composite Commercial Paper Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such Dividend Period by (2) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 365, and applying the rate obtained against the aggre- Draft February 24, 1992 __:__ PM gate liquidation preference of the outstanding shares of such series of APS and (B) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the Optional Redemption Price or Mandatory Redemption Price, as the case may be, of the shares of such series of APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions, an amount computed by multiplying (x) 200% of the "AA" Composite Commercial Paper Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit was not cured in accordance with the next succeeding sentence (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit was cured) and the denominator of which shall be 365, and applying the rate obtained against the aggregate liquidation preference of the outstanding shares of such series of APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement I hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge.late charge. A Failure to Deposit with respect to any series of APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Fund to make the required payment to the Auction Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, the Fund shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on the shares of such series of APS and (B) without duplication, the Optional Redemption Price or Mandatory Redemption Price, as the case may be, for the shares of such series of APS, if any, for which Notice of Redemption has been given by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions. Draft February 24, 1992 __:__ PM (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during any a Rate Period thereof (other than any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods or any Rate Period succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred but that has not been cured), and, prior to 12:00 Noon, New York City time, Noon on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such last sentence of Section 2.7(a) hereof and the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge late charge described in such Section 2.7 of the Auction Agency Agreement2.7(a), but such Failure to Deposit shall subsequently be so cured; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund APS during a Special Rate Dividend Period thereof consisting of four or more than 364 Rate Period DaysDividend Periods, or during any Rate Period thereof succeeding any Special Rate Dividend Period consisting of four or more than 364 Rate Period Days Dividend Periods during which a Failure to Deposit occurred that has not been curedoccurred, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, and such Failure to Deposit shall not subsequently have been cured as described in Section 2.7 within the meaning of the Auction Agency Agreement or such Fund shall not have paid to last sentence of Section 2.7(a) hereof, then the Auction Agent for such series the applicable Late Charge described in Section 2.7 of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement J hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such the Fund curing during such Failure to Deposit and such Late ChargeDeposit. Notwithstanding the foregoing, the Auction Agent shall conduct an Auction on an Auction Date which occurs simultaneously with the date of commencement of a Failure to Deposit.

Failure to Deposit. (a) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any the Fund during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third fourth Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 2.8(c) of the Auction Agency Agreement and such the Fund shall have paid to the Auction Agent for such series the applicable Late Charge as described in Section 2.7 2.8(a) of the Auction Agency Agreement, then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver a notice in the form of Exhibit G F to the Auction Agency Agreement by first-class mail, postage prepaid, to BD not later than one Business Day after its receipt of the payment from such the Fund curing such Failure to Deposit and such Late Charge. (b) If: : (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any the Fund during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third fourth Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; or or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred AMPS of any the Fund during a Special Rate Period thereof consisting of more than 364 Rate Period Daysdays, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in Section 2.7 2.8(c) of the Auction Agency Agreement or such of the Fund shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 2.8(a) of the Auction Agency Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit H G to the Auction Agency Agreement to the Broker-Dealers for such series not later than one as soon as practicable following such fourth Business Day after the receipt of the payment from such Fund curing such Failure to Deposit and such Late ChargeDay.

Failure to Deposit. (a) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.7 of 2.7(c) hereof and the Auction Agency Agreement and such Fund Trust shall have paid to the Auction Agent a late charge (a "Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such series Dividend Period by (y) a fraction, the applicable Late Charge as described numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.7 2.7(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding Preferred Shares and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agency Agreement, thenAgent the Redemption Price of the Preferred Shares, if BD any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is a Broker-Dealer for not cured in accordance with Section 2.7(c) hereof (including the day such seriesFailure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, such and applying the rate obtained against the aggregate liquidation preference of the outstanding Preferred Shares to the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G to the Auction Agency Agreement hereto by first-class mail, postage prepaid, to BD the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid to the Auction Agent for such series the applicable Late Charge described in Section 2.7 of to the Auction Agency AgreementAgent; or (ii) any Failure to Deposit shall have occurred with respect to shares of any series of MuniPreferred of any Fund Preferred Shares during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured as described in accordance with Section 2.7 of 2.7(c) hereof or the Auction Agency Agreement or such Fund Trust shall not have paid the applicable Late Charge to the Auction Agent for such series the applicable Late Charge described in accordance with Section 2.7 2(e)(i)(d) of the Auction Agency AgreementStatement (such Late Charge, for purposes of this clause (b)(iii) of this Section 2.7, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then such the Auction Agent shall deliver a notice in the form of Exhibit H to the Auction Agency Agreement hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from such Fund the Trust curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to Preferred Shares shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the Preferred Shares and (ii) without duplication, the Redemption Price for the Preferred Shares, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust's failure to pay the Redemption Price in respect of Preferred Shares when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.