Common use of Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure Clause in Contracts

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP RVMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o6.1(n) and 6.1(p6.1(o) (except as a result of a Force Majeure Exception) and such failure is not cured within three five (35) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “"Reporting Failure”") or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “"Failure”") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder 2.4 for any Week plus the Applicable Spread on the VMTP Shares for such Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 5.95%6.45% minus the Applicable Spread (as defined in the Statement), times (y) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the VMTP RVMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP RVMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o6.1(n) and 6.1(p6.1(o) (except as a result of a Force Majeure Exception) and such failure is not cured within three five (35) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “"Reporting Failure”") or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “"Failure”") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder 2.4 for any Week plus the Applicable Spread on the VMTP Shares for such Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.95%6.45% minus the Applicable Spread (as defined in the Statement), times (y) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the VMTP RVMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo either Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three seven (37) Business Days after written notification to the Fund Issuer by Xxxxx Fargo either Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, and such failure is not cured within seven (7) Business Days after written notification to the Fund Issuer by the Purchaser of such failure, the Issuer shall pay to Xxxxx Fargo each Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Gross-Up Payment) equal to the product of (x) 5.956.15%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount (exclusive of any Gross-Up Payment) equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. (a) For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three seven (37) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “"Reporting Failure”") or a Registration Rights Failure occurs, and such failure is not cured within seven (7) Business Days after written notification to the Fund Issuer by the Purchaser of such failure, the Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “"Failure”") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Gross-Up Payment or Gross-Up State Payment, as applicable) equal to the product of (x) 5.9515%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. (a) For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) of this Agreement (except as a result of a Force Majeure Exception) and such failure is not cured within three seven (37) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, and such failure is not cured within seven (7) Business Days after written notification to the Fund Issuer by the Purchaser of such failure, the Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Articles Supplementary, such fee shall be paid pursuant to and in accordance with the Articles Supplementary, including Section 2.2(c) of the Articles Supplementary. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.9515%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo BAPFC is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo BAPFC of such failure (a “"Reporting Failure”") or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo BAPFC on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “"Failure”") continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo BAPFC during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo BAPFC during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo BAPFC during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional New York Amount Payment) equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. (a) For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) five Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “"Reporting Failure”") or a Registration Rights Failure occurs, and such failure is not cured within five Business Days after written notification to the Fund Issuer by the Purchaser of such failure, the Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “"Failure”") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an "other distribution" pursuant to the Articles Supplementary, such fee shall be paid pursuant to and in accordance with the Articles Supplementary, including Section 2.2(c) of the Articles Supplementary. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.9515%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo either Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund Issuer by Xxxxx Fargo either Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo each Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional Minnesota Amount Payment) equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo Banc of America is a Holder or Designated Owner of any Outstanding New VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo Banc of America of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo Banc of America on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo Banc of America during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.5 hereunder for any Week plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) Payment equal to the product of (x) 5.955.90%, times (y) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo Banc of America during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.5 for any Week plus the amount of dividends payable at the Dividend Rate for the New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo Banc of America during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo either Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund Issuer by Xxxxx Fargo either Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo each Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an "other distribution" pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional Minnesota Amount Payment) equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP RVMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o6.1(m) and 6.1(p6.1(n) (except as a result of a Force Majeure Exception) and such failure is not cured within three five (35) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “"Reporting Failure”") or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “"Failure”") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder 2.4 for any Week plus the Applicable Spread on the VMTP Shares for such Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.95%6.15% minus the Applicable Spread, times (y) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the VMTP RVMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional Pennsylvania Amount Payment) equal to the product of (x) 5.955.93%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional Georgia Amount Payment) equal to the product of (x) 5.955.93%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Beneficial Owner of any Outstanding VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo the Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.95%the Increased Rate, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. (a) For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding 2019 VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) five Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “"Reporting Failure”") or a Registration Rights Failure occurs, and such failure is not cured within five Business Days after written notification to the Fund Issuer by the Purchaser of such failure, the Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “"Failure”") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the 2019 VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an "other distribution" pursuant to the Articles Supplementary, such fee shall be paid pursuant to and in accordance with the Articles Supplementary, including Section 2.2(c) of the Articles Supplementary. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the 2019 VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.9515%, times (y) the aggregate average daily Liquidation Preference of the 2019 VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the 2019 VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the 2019 VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Owner of any Outstanding New VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder for any Week plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional Arizona Amount Payment) equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 for any Week plus the amount of dividends payable at the Dividend Rate for the New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.955.93%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo either Purchaser is a Holder or Designated Owner of any Outstanding New VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo either Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo each Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.956.05%, times (y) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP RVMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o6.1(m) and 6.1(p6.1(n) (except as a result of a Force Majeure Exception) and such failure is not cured within three five (35) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder 2.4 for any Week plus the Applicable Spread on the VMTP Shares for such Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.95%6.22% minus the Applicable Spread, times (y) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the VMTP RVMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Owner of any Outstanding New VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.955.93%, times (y) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Beneficial Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund Issuer by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.955.93%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Owner of any Outstanding New VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional Arizona Amount Payment) equal to the product of (x) 5.955.93%, times (y) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional Missouri Amount Payment) equal to the product of (x) 5.955.90%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. (a) For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding 2018 VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) five Business Days after written notification to the Fund by Xxxxx Fargo either Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, and such failure is not cured within five Business Days after written notification to the Fund by either Purchaser of such failure, the Fund shall pay to Xxxxx Fargo each Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the 2018 VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Articles, such fee shall be paid pursuant to and in accordance with the Articles, including Section 2.2(c) of the Articles. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the 2018 VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.9515%, times (y) the aggregate average daily Liquidation Preference of the 2018 VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the 2018 VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the 2018 VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Owner of any Outstanding New VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder for any Week plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 for any Week plus the amount of dividends payable at the Dividend Rate for the New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo either Purchaser is a Holder or Designated Owner of any Outstanding New VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo either Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo each Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional Minnesota Amount Payment) equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. 8 (a) For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) of this Agreement (except as a result of a Force Majeure Exception) and such failure is not cured within three seven (37) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “"Reporting Failure”") or a Registration Rights Failure occurs, and such failure is not cured within seven (7) Business Days after written notification to the Fund Issuer by the Purchaser of such failure, the Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “"Failure”") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an "other distribution" pursuant to the Articles Supplementary, such fee shall be paid pursuant to and in accordance with the Articles Supplementary, including Section 2.2(c) of the Articles Supplementary. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.9515%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. (a) For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three seven (37) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “"Reporting Failure”") or a Registration Rights Failure occurs, and such failure is not cured within seven (7) Business Days after written notification to the Fund Issuer by the Purchaser of such failure, the Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “"Failure”") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Gross-Up Payment) equal to the product of (x) 5.9515%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Owner of any Outstanding New VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional Georgia Amount Payment) equal to the product of (x) 5.955.93%, times (y) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional Massachusetts Amount Payment) equal to the product of (x) 5.955.93%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding New VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an "other distribution" pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Owner of any Outstanding New VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional Pennsylvania Amount Payment) equal to the product of (x) 5.955.93%, times (y) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o6.1(m) and 6.1(p6.1(n) (except as a result of a Force Majeure Exception) and such failure is not cured within three five (35) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “"Reporting Failure”") or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “"Failure”") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder 2.4 for any Week plus the Applicable Spread on the VMTP Shares for such Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.95%6.15% minus the Applicable Spread, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP RVMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o6.1(m) and 6.1(p6.1(n) (except as a result of a Force Majeure Exception) and such failure is not cured within three five (35) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “"Reporting Failure”") or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “"Failure”") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder 2.4 for any Week plus the Applicable Spread on the VMTP Shares for such Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.95%6.22% minus the Applicable Spread, times (y) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the VMTP RVMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP RVMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Owner of any Outstanding New VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional Connecticut Amount Payment) equal to the product of (x) 5.955.93%, times (y) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. (a) For so long as Xxxxx Fargo the Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three seven (37) Business Days after written notification to the Fund Issuer by Xxxxx Fargo the Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, and such failure is not cured within seven (7) Business Days after written notification to the Fund Issuer by the Purchaser of such failure, the Issuer shall pay to Xxxxx Fargo the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Gross-Up Payment or Gross-Up State Payment, as applicable) equal to the product of (x) 5.9515%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo either Purchaser is a Holder or Designated Owner of any Outstanding New VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo either Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo each Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional Michigan Amount Payment) equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the New VMTP Shares held by Xxxxx Fargo the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For To the extent a Registration Rights Agreement is in effect, for so long as Xxxxx Fargo either Purchaser is a Holder or Designated Beneficial Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund Issuer by Xxxxx Fargo either Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo each Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo either Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund Issuer by Xxxxx Fargo either Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo each Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an "other distribution" pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo either Purchaser is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund Issuer fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund Issuer by Xxxxx Fargo either Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund Issuer shall pay to Xxxxx Fargo each Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.95%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo such Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week.

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as Xxxxx Fargo is a Holder or Designated Owner of any Outstanding VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by Xxxxx Fargo of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a “Failure”) continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.3 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment and any Additional California Amount Payment) equal to the product of (x) 5.955.93%, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.3 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by Xxxxx Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.