Common use of Right to Vote with Respect to Certain Other Matters Clause in Contracts

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including the VMTP Shares) with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS or another class of Preferred Shares (including the VMTP Shares) that is substantially identical in all respects to the APS, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or Bylaws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws of holders of APS or any other Preferred Shares (including the VMTP Shares). To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws of a Holder of a series of APS differently than those of a Holder of any other series of APS without the affirmative vote of the holders of at least a majority of the APS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of Trust, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Shares, including APS and VMTP Shares, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and where applicable, series) vote of holders of Preferred Shares, including APS and VMTP Shares, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Shares, including APS and VMTP Shares, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including the VMTP RVMTP Shares) with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS or another class of Preferred Shares (including the VMTP RVMTP Shares) that is substantially identical in all respects to the APS, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or Bylaws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws of holders of APS or any other Preferred Shares (including the VMTP RVMTP Shares). To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws of a Holder of a series of APS differently than those of a Holder of any other series of APS without the affirmative vote of the holders of at least a majority of the APS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of Trust, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Shares, including APS and VMTP RVMTP Shares, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and where applicable, series) vote of holders of Preferred Shares, including APS and VMTP RVMTP Shares, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Shares, including APS and VMTP RVMTP Shares, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i2.7(c)(i) and 2.8 2.9 of Exhibit 1 hereto contains related requirements with respect to the VMTP RVMTP Shares.

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including the VMTP Shares) with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS or another class of Preferred Shares (including the VMTP Shares) that is substantially identical in all respects to the APS, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or Bylaws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws of holders of APS or any other Preferred Shares (including the VMTP Shares). To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws of a Holder of a series of APS differently than those of a Holder of any other series of APS without the affirmative vote of the holders of at least a majority of the APS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of Trust, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Shares, including APS and VMTP SharesAPS, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and where applicable, series) vote of holders of Preferred Shares, including APS and VMTP SharesAPS, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Shares, including APS and VMTP SharesAPS, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including the VMTP RVMTP Shares) with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS or another class of Preferred Shares (including the VMTP RVMTP Shares) that is substantially identical in all respects to the APS, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or BylawsBy-Laws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws By-Laws of holders of APS or any other Preferred Shares (including the VMTP RVMTP Shares). To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws By-Laws of a Holder of a series of APS differently than those of a Holder of any other series of APS without the affirmative vote of the holders of at least a majority of the APS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of Trust, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Shares, including APS and VMTP RVMTP Shares, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and where applicable, series) vote of holders of Preferred Shares, including APS and VMTP RVMTP Shares, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Shares, including APS and VMTP RVMTP Shares, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i2.7(c)(i) and 2.8 2.9 of Exhibit 1 hereto contains related requirements with respect to the VMTP RVMTP Shares.

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS AMPS are outstandingOutstanding, the Trust shall not, without the affirmative vote or consent of the holders of a majority of the preferred shares of Preferred Shares the Trust, including the AMPS, Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS AMPS or any other series of Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares) Trust with respect to payment of dividends or the distribution of assets on liquidationupon dissolution, liquidation or winding up the affairs of the Trust; provided, however, that no vote is required to authorize the issuance of another series of APS AMPS or another class of Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares) Trust that is substantially identical in all respects to the APS, AMPS; or (ii) amend, alter or repeal the provisions of the Declaration of Trust or Bylaws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws of holders of APS AMPS or any other Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares)Trust. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS preferred shares of the Trust, including the AMPS, are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws of a Holder of a series of APS AMPS differently than those of a Holder of any other series of APS preferred shares of the Trust, including the AMPS, without the affirmative vote of the holders of at least a majority of the APS AMPS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of TrustTrust or these Bylaws, the affirmative vote of the holders of a majority of the outstanding preferred shares of Preferred Sharesbeneficial interest of the Trust, including APS and VMTP SharesAMPS, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS AMPS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS AMPS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and and, where applicable, the series) vote of holders of Preferred Sharespreferred shares of beneficial interest of the Trust, including APS and VMTP SharesAMPS, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Sharespreferred shares of beneficial interest of the Trust, including APS and VMTP SharesAMPS, voting together as a single class class, necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including the VMTP Shares) with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS or another class of Preferred Shares (including the VMTP Shares) that is substantially identical in all respects to the APS, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or BylawsBy-Laws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws By-Laws of holders of APS or any other Preferred Shares (including the VMTP Shares). To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws By-Laws of a Holder of a series of APS differently than those of a Holder of any other series of APS without the affirmative vote of the holders of at least a majority of the APS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of Trust, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Shares, including APS and VMTP Shares, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and where applicable, series) vote of holders of Preferred Shares, including APS and VMTP Shares, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Shares, including APS and VMTP Shares, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including the VMTP RVMTP Shares) with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS or another class of Preferred Shares (including the VMTP RVMTP Shares) that is substantially identical in all respects to the APS, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or Bylaws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws of holders of APS or any other Preferred Shares (including the VMTP RVMTP Shares). To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws of a Holder of a series of APS differently than those of a Holder of any other series of APS without the affirmative vote of the holders of at least a majority of the APS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of Trust, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Shares, including APS and VMTP RVMTP Shares, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and where applicable, series) vote of holders of Preferred Shares, including APS and VMTP RVMTP Shares, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Shares, including APS and VMTP RVMTP Shares, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i2.7(c)(i) and 2.8 of 2.9of Exhibit 1 hereto contains related requirements with respect to the VMTP RVMTP Shares.

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including the VMTP Shares) with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS or another class of Preferred Shares (including the VMTP Shares) that is substantially identical in all respects to the APS, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or BylawsBy-Laws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws By-Laws of holders of APS or any other Preferred Shares (including the VMTP Shares). To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws By-Laws of a Holder of a series of APS differently than those of a Holder of any other series of APS without the affirmative vote of the holders of at least a majority of the APS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of Trust, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Shares, including APS and VMTP SharesAPS, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and where applicable, series) vote of holders of Preferred Shares, including APS and VMTP SharesAPS, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Shares, including APS and VMTP SharesAPS, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS AMPS are outstandingOutstanding, the Trust shall not, without the affirmative vote or consent of the holders of a majority of the preferred shares of Preferred Shares the Trust, including all AMPS, Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS AMPS or any other series of Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares) Trust with respect to payment of dividends or the distribution of assets on upon dissolution, liquidation, or winding up of the affairs of the Trust; provided, however, that no vote is required to authorize the issuance of another series of APS AMPS or another class of Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares) Trust that is substantially identical in all respects to the APSAMPS, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or Bylaws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws of holders of APS AMPS or any other Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares)Trust. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS preferred shares of the Trust, including AMPS, are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws of a Holder of a series of APS AMPS differently than those of a Holder of any other series of APS preferred shares of the Trust, including AMPS, without the affirmative vote of the holders of at least a majority of the APS AMPS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of TrustTrust or these Bylaws, the affirmative vote of the holders of a majority of the outstanding preferred shares of Preferred Sharesbeneficial interest of the Trust, including APS and VMTP SharesAMPS, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS AMPS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS AMPS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and and, where applicable, the series) vote of holders of Preferred Sharespreferred shares of beneficial interest of the Trust, including APS and VMTP SharesAMPS, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Sharespreferred shares of beneficial interest of the Trust, including APS and VMTP SharesAMPS, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS Preferred Shares are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS Preferred Shares or any other series of Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares) Trust with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS Preferred Shares or another class of Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares) Trust that is substantially identical in all respects to the APSPreferred Shares, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or Bylaws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws of holders of APS Preferred Shares or any other Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares)Trust. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS Preferred Shares are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws of a Holder of a series of APS Preferred Shares differently than those of a Holder of any other series of APS Preferred Shares without the affirmative vote of the holders of at least a majority of the APS Preferred Shares of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of TrustTrust or these Bylaws, the affirmative vote of the holders of a majority of the outstanding preferred shares of Preferred Sharesbeneficial interest of the Trust, including APS and VMTP Preferred Shares, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS Preferred Shares are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS Preferred Shares of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and and, where applicable, series) vote of holders of Preferred Sharespreferred shares of beneficial interest of the Trust, including APS and VMTP Preferred Shares, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Sharespreferred shares of beneficial interest of the Trust, including APS and VMTP Preferred Shares, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including the VMTP Shares) with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS or another class of Preferred Shares (including the VMTP Shares) that is substantially identical in all respects to the APS, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or BylawsBy- Laws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws By-Laws of holders of APS or any other Preferred Shares (including the VMTP Shares). To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws By-Laws of a Holder of a series of APS differently than those of a Holder of any other series of APS without the affirmative vote of the holders of at least a majority of the APS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of Trust, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Shares, including APS and VMTP SharesAPS, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and where applicable, series) vote of holders of Preferred Shares, including APS and VMTP SharesAPS, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Shares, including APS and VMTP SharesAPS, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including the VMTP Shares) with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the -36- issuance of another series of APS or another class of Preferred Shares (including the VMTP Shares) that is substantially identical in all respects to the APS, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or Bylaws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws of holders of APS or any other Preferred Shares (including the VMTP Shares). To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws of a Holder of a series of APS differently than those of a Holder of any other series of APS without the affirmative vote of the holders of at least a majority of the APS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of Trust, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Shares, including APS and VMTP SharesAPS, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and where applicable, series) vote of holders of Preferred Shares, including APS and VMTP SharesAPS, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Shares, including APS and VMTP SharesAPS, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.(d)

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including the VMTP Shares) with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS or another class of Preferred Shares (including the VMTP Shares) that is substantially identical in all respects to the APS, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or BylawsBy-Laws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws By-Laws of holders of APS or any other Preferred Shares (including the VMTP Shares). To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws By-Laws of a Holder of a series of APS differently than those of a Holder of any other series of APS without the affirmative vote of the holders of at least a majority of the APS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of Trust, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Shares, including APS and VMTP Shares, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and where applicable, series) vote of holders of Preferred Shares, including APS and VMTP Shares, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Shares, including APS and VMTP Shares, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.Sections

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are outstandingOutstanding, the Trust shall not, without the affirmative vote or consent of the holders of a majority of the preferred shares of Preferred Shares beneficial interest Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares) Trust with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS or another class of Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares) Trust that is substantially identical in all respects to the APS, ; or (ii) amend, alter or repeal the provisions of the Declaration of Trust or Bylaws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws of holders of APS or any other Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares)Trust. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS preferred shares of beneficial interest are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws of a Holder of a series of APS differently than those of a Holder of any other series of APS preferred shares of beneficial interest without the affirmative vote of the holders of at least a majority of the APS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of TrustTrust or these Bylaws, the affirmative vote of the holders of a majority of the outstanding preferred shares of Preferred Sharesbeneficial interest of the Trust, including APS and VMTP SharesAPS, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and and, where applicable, the series) vote of holders of Preferred Sharespreferred shares of beneficial interest of the Trust, including APS and VMTP SharesAPS, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Sharespreferred shares of beneficial interest of the Trust, including APS and VMTP SharesAPS, voting together as a single class class, necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including the VMTP Shares) with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS or another class of Preferred Shares (including the VMTP Shares) that is substantially identical in all respects to the APS, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or Bylaws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws of holders of APS or any other Preferred Shares (including the VMTP Shares). To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, the Trust shall not -36- approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws of a Holder of a series of APS differently than those of a Holder of any other series of APS without the affirmative vote of the holders of at least a majority of the APS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of Trust, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Shares, including APS and VMTP SharesAPS, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and where applicable, series) vote of holders of Preferred Shares, including APS and VMTP SharesAPS, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Shares, including APS and VMTP SharesAPS, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.(d)

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are the Special Share is outstanding, the Trust Company shall not, without the affirmative vote or consent of the holders of a majority holder of the shares of Preferred Shares Outstanding at the timeSpecial Share present and voting on such matter, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including the VMTP Shares) with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS or another class of Preferred Shares (including the VMTP Shares) that is substantially identical in all respects to the APS, or (ii) amend, alter or repeal the provisions of the Declaration Operating Agreement or this Statement of Trust or Bylaws, whether by merger, consolidation or otherwisePreferences, so as to materially and adversely affect any the rights, powers or preferences of the contract rights expressly set forth in Special Share; provided that a merger or consolidation that would adversely affect the Declaration rights, powers or preferences of Trust or Bylaws the Special Share may be consummated without the consent of holders the holder of APS or any other Preferred Shares (including the VMTP Shares)Special Share, if such holder receives 90 days' prior written notice thereof. To the extent permitted under the 1940 Investment Company Act, in the event shares of that more than one series of APS Preferred Shares are outstanding, the Trust Company shall not approve effect any of the actions set forth in clause (i) or (ii) the preceding sentence which materially and adversely affects affect the contract rights expressly and preferences set forth in the Declaration Statement of Trust or Bylaws of a Holder of Preferences for a series of APS Preferred Shares differently than those of a Holder of such rights and preferences for any other series of APS Preferred Shares without the affirmative vote or consent of the holders of at least a majority of the APS Preferred Shares outstanding and present and voting on such matter of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Notwithstanding anything that may be contained herein to the contrary, the holder of the Special Share shall not be entitled to vote on any matter that solely affects the rights or interests of one or more other series of Preferred Shares or Common Shares. In the event a vote of the holders of Preferred Shares is required pursuant to the provisions of Section 13(a) of the Investment Company Act, the Company shall notify any rating agency rating any series of Preferred Shares at least ten Business Days prior to any such vote. Unless a higher percentage is provided for required under the Declaration Operating Agreement, By-Laws or applicable provisions of TrustDelaware law or the Investment Company Act, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Shares, including APS and VMTP Shares, voting together as a single separate class, will be required to approve (i) any plan of reorganization (including bankruptcy proceedingsas such term is used in the Investment Company Act) adversely affecting such shares or the Preferred Shares, (ii) any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Investment Company Act, or (iii) any conversion of the Company from a closed-end to an open-end investment company. For purposes of this Section 5(c), the phrase "vote of the holders of a majority of the outstanding Preferred Shares" (or any like phrase) shall mean, in accordance with Section 2(a)(42) of the event shares Investment Company Act, the vote, at the annual or a special meeting of the Members of the Company duly called, of the lesser of (i) 67% or more of the Preferred Shares present at such meeting and entitled to vote on such matter, if the holders of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V 50% of the Declaration of Trust, the affirmative outstanding Preferred Shares entitled to vote of at least seventy-five percent on such matter are present or represented by proxy; and (ii) more than 50% of the APS of each series Outstanding at outstanding Preferred Shares entitled to vote on such time (each such series voting separately as a class) shall also be requiredmatter. The class (and where applicable, series) vote of holders of Preferred Shares, including APS and VMTP Shares, Shares described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Shares, including APS and VMTP Sharesthe Special Share, voting together as a single class class, necessary to authorize the action in question. For An increase in the avoidance number of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect authorized Preferred Shares pursuant to the VMTP Operating Agreement or the issuance of additional shares of any series of Preferred Shares (other than the Special Share) pursuant to the Operating Agreement shall not in and of itself be considered to adversely affect the rights and preferences of the Preferred Shares.

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS or any other series of Preferred Shares (including the VMTP Shares) with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS or another class of Preferred Shares (including the VMTP Shares) that is substantially identical in all respects to the APS, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or Bylaws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws of holders of APS or any other Preferred Shares (including the VMTP Shares). To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the -38- Declaration of Trust or Bylaws of a Holder of a series of APS differently than those of a Holder of any other series of APS without the affirmative vote of the holders of at least a majority of the APS of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of Trust, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Shares, including APS and VMTP SharesAPS, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS are outstanding, with respect to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and where applicable, series) vote of holders of Preferred Shares, including APS and VMTP SharesAPS, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Shares, including APS and VMTP SharesAPS, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.(d)

Right to Vote with Respect to Certain Other Matters. So long as any shares of APS Preferred Shares are outstanding, the Trust shall not, without the affirmative vote of the holders of a majority of the shares of Preferred Shares Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of shares of beneficial interest ranking prior to the APS Preferred Shares or any other series of Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares) Trust with respect to payment of dividends or the distribution of assets on liquidation; provided, however, that no vote is required to authorize the issuance of another series of APS Preferred Shares or another class of Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares) Trust that is substantially identical in all respects to the APSPreferred Shares, or (ii) amend, alter or repeal the provisions of the Declaration of Trust or Bylaws, whether by merger, consolidation or otherwise, so as to adversely affect any of the contract rights expressly set forth in the Declaration of Trust or Bylaws of holders of APS Preferred Shares or any other Preferred Shares (including preferred shares of beneficial interest of the VMTP Shares)Trust. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS Preferred Shares are outstanding, the Trust shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Declaration of Trust or Bylaws of a Holder of a series of APS Preferred Shares differently than those of a Holder of any other series of APS Preferred Shares without the affirmative vote of the holders of at least a majority of the APS Preferred Shares of each series adversely affected and Outstanding at such time (each such adversely affected series voting separately as a class). Unless a higher percentage is provided for under the Declaration of TrustTrust or these Bylaws, the affirmative vote of the holders of a majority of the outstanding preferred shares of Preferred Sharesbeneficial interest of the Trust, including APS and VMTP Preferred Shares, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. To the extent permitted under the 1940 Act, in the event shares of more than one series of APS Preferred Shares are outstanding, with respect $$/BREAK/$$END to any action requiring Shareholder approval pursuant to the operation of Section 2 or Section 3 of Article V of the Declaration of Trust, the affirmative vote of at least seventy-five percent of the APS Preferred Shares of each series Outstanding at such time (each such series voting separately as a class) shall also be required. The class (and and, where applicable, series) vote of holders of Preferred Sharespreferred shares of beneficial interest of the Trust, including APS and VMTP Preferred Shares, described above will in each case be in addition to a separate vote of the requisite percentage of Common Shares and Preferred Sharespreferred shares of beneficial interest of the Trust, including APS and VMTP Preferred Shares, voting together as a single class necessary to authorize the action in question. For the avoidance of doubt, Sections 2.6(c)(i) and 2.8 of Exhibit 1 hereto contains related requirements with respect to the VMTP Shares.