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

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m) and 6.1(n) (except as a result of a Force Majeure Exception) and such failure is not cured within five (5) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP Shares held by 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 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the 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 RVMTP Shares held by 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; (ii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; (iii) any payment be required or made under this Section 2.3 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuing.

Appears in 13 contracts

Samples: RVMTP Purchase Agreement (Wells Fargo & Company/Mn), RVMTP Purchase Agreement (Wells Fargo & Company/Mn), RVMTP Purchase Agreement (Wells Fargo & Company/Mn)

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Additional Fee for Failure to Comply with Reporting Requirement. For so long as the any Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m) and 6.1(n) (except as a result of a Force Majeure Exception) and such failure is not cured within five (5) Business Days after written notification to the Fund by the any Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the each Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure continues a fee calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the 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 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP 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 RVMTP VMTP Shares held by the 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; (ii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; (iii) any payment be required or made under this Section 2.3 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuing.

Appears in 7 contracts

Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser is a Holder or Designated Beneficial Owner of any Outstanding RVMTP MFP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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 2.5 for any Week plus the Applicable Spread on the MFP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.70% times (y) the aggregate average daily Liquidation Preference of the MFP Shares held by 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 2.5 for any Week plus the amount of dividends payable at the Dividend Rate for the RVMTP MFP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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; , (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.5 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 2.5 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 4 contracts

Samples: Purchase and Exchange Agreement (Wells Fargo & Company/Mn), Series B Munifund Preferred Shares (Wells Fargo & Company/Mn), Series C Munifund Preferred Shares (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP Series 3 VRDP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP Series 3 VRDP Shares held by 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 2.4 for any Week plus the Applicable Spread on the Series 3 VRDP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.75% times (y) the aggregate average daily Liquidation Preference of the Series 3 VRDP Shares held by 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the RVMTP Series 3 VRDP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP Series 3 VRDP Shares held by 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; , (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 2 contracts

Samples: Agreement (Wells Fargo & Company/Mn), Remarketing Purchase Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser (or an affiliate thereof) is a Holder or Designated Beneficial Owner of any Outstanding RVMTP MFP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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 Rate in respect of the fee payable pursuant to this Section 2.3 2.4 for any Week (or portion thereof) plus the amount Applicable Spread on the MFP Shares for such Week exceed 6.50% (exclusive of dividends any Additional Amount Payments), (ii) the Fee Rate in respect of the fee payable at pursuant to this Section 2.4 for any Week plus the Dividend Rate for the RVMTP MFP Shares for such Week exceed an amount equal to the product 15% (exclusive of any Additional Amount Payments), (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP Shares held by 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 2 contracts

Samples: Purchase Agreement (Toronto Dominion Investments, Inc.), Purchase Agreement (Toronto Dominion Bank)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser is a Holder or Designated Beneficial Owner of any Outstanding RVMTP MFP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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 2.4 for any Week plus the Applicable Spread on the MFP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 6.6% times (y) the aggregate average daily Liquidation Preference of the MFP Shares held by 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the RVMTP MFP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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; , (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 2 contracts

Samples: Purchase Agreement (Bank of America Corp /De/), Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP Series 2 VRDP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP Series 2 VRDP Shares held by 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 2.4 for any Week plus the Applicable Spread on the Series 2 VRDP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.75% times (y) the aggregate average daily Liquidation Preference of the Series 2 VRDP Shares held by 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the RVMTP Series 2 VRDP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP Series 2 VRDP Shares held by 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; , (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 2 contracts

Samples: Agreement (Wells Fargo & Company/Mn), Remarketing Purchase Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP Series 5 VRDP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP Series 5 VRDP Shares held by 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 2.4 for any Week plus the Applicable Spread on the Series 5 VRDP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.75% times (y) the aggregate average daily Liquidation Preference of the Series 5 VRDP Shares held by 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the RVMTP Series 5 VRDP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP Series 5 VRDP Shares held by 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; , (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP Series 1 VRDP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP Series 1 VRDP Shares held by 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 2.4 for any Week plus the Applicable Spread on the Series 1 VRDP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.85% times (y) the aggregate average daily Liquidation Preference of the Series 1 VRDP Shares held by 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the RVMTP Series 1 VRDP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP Series 1 VRDP Shares held by 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; , (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Remarketing Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser (or an affiliate thereof) is a Holder or Designated Beneficial Owner of any Outstanding RVMTP MFP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five (5) on the Business Days Day after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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 Rate in respect of the fee payable pursuant to this Section 2.3 2.4 for any Week (or portion thereof) plus the amount Applicable Spread on the MFP Shares for such Week exceed 5.85% (exclusive of dividends any Additional Amount Payments), (ii) the Fee Rate in respect of the fee payable at pursuant to this Section 2.4 for any Week plus the Dividend Rate for the RVMTP MFP Shares for such Week exceed an amount equal to the product 15% (exclusive of any Additional Amount Payments), (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP Shares held by 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Initial Series a Munifund (Toronto Dominion Investments, Inc.)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser is a Holder or Designated Beneficial Owner of any Outstanding RVMTP Series 1 VRDP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP Series 1 VRDP Shares held by 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 2.4 for any Week plus the Applicable Spread on the Series 1 VRDP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.925% times (y) the aggregate average daily Liquidation Preference of the Series 1 VRDP Shares held by 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the RVMTP Series 1 VRDP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP Series 1 VRDP Shares held by 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; , (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Period Purchase Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser (or an affiliate thereof) is a Holder or Designated Owner of any Outstanding RVMTP Series 1 VRDP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five (5) on the Business Days Day after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP Series 1 VRDP Shares held by 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 Rate in respect of the fee payable pursuant to this Section 2.3 2.4 for any Week (or portion thereof) plus the amount Applicable Spread on the Series 1 VRDP Shares for such Week exceed 5.85% (exclusive of dividends any Additional Amount Payments or Additional New Jersey Amount Payments), (ii) the Fee Rate in respect of the fee payable at pursuant to this Section 2.4 for any Week plus the Dividend Rate for the RVMTP Series 1 VRDP Shares for such Week exceed an amount equal to the product 15% (exclusive of any Additional Amount Payments or Additional New Jersey Amount Payments), (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP Shares held by 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Remarketing Purchase Agreement (Toronto Dominion Investments, Inc.)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser Xxxxx Fargo is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) hereof (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser Xxxxx Fargo of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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. 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 Dividend Amount on the AMTP Shares for such Week exceed an amount exclusive of any Additional Amount Payment equal to the product of (x) 5.90%, times (y) the aggregate average daily Liquidation Preference of the AMTP 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Shares Transition Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser Banc of America is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser Banc of America of such failure (a "Reporting Failure"), the Fund shall pay to the Purchaser Banc of America on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a "Failure") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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 Dividend Amount on the AMTP 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) 5.90%, times (y) the aggregate average daily Liquidation Preference of the AMTP Shares held by 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 2.5 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.5 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s 's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 2.5 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Exchange Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser is a Holder or Designated Beneficial Owner of any Outstanding RVMTP MFP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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 2.4 for any Week plus the Applicable Spread on the MFP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 6.00% times (y) the aggregate average daily Liquidation Preference of the MFP Shares held by 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the RVMTP MFP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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; , (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the either Purchaser is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the either Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the each Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the 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 2.5 hereunder for any Week plus the Dividend Amount on the AMTP 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) 5.825%, times (y) the aggregate average daily Liquidation Preference of the AMTP Shares held by 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 2.5 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.5 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 2.5 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Exchange Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser is a Holder or Designated Beneficial Owner of any Outstanding RVMTP Series 8 VRDP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP Series 8 VRDP Shares held by 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 2.4 for any Week plus the Applicable Spread on the Series 8 VRDP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.75% times (y) the aggregate average daily Liquidation Preference of the Series 8 VRDP Shares held by 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the RVMTP Series 8 VRDP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP Series 8 VRDP Shares held by 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; , (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser Banc of America is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) hereof (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser Banc of America of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser Banc of America on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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 2.4 hereunder for any Week plus the Dividend Amount on the AMTP Shares for such Week exceed an amount exclusive of any Additional Amount Payment equal to the product of (x)5.90%, times (y) the aggregate average daily Liquidation Preference of the AMTP Shares held by 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Shares Transition Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser is a Holder or Designated Beneficial Owner of any Outstanding RVMTP MFP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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 2.4 for any Week plus the Applicable Spread on the MFP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 6.7% times (y) the aggregate average daily Liquidation Preference of the MFP Shares held by 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the RVMTP MFP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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; , (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Mfp) Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser Banc of America is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser Banc of America of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser Banc of America on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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 Dividend Amount on the AMTP Shares for such Week exceed an amount exclusive of any Additional Amount Payment equal to the product of (x) 5.90%, times (y) the aggregate average daily Liquidation Preference of the AMTP Shares held by 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 2.5 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.5 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 2.5 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP Series 1 VRDP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP Series 1 VRDP Shares held by 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 2.5 for any Week plus the Applicable Spread on the Series 1 VRDP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.75% times (y) the aggregate average daily Liquidation Preference of the Series 1 VRDP Shares held by 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 2.5 for any Week plus the amount of dividends payable at the Dividend Rate for the RVMTP Series 1 VRDP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP Series 1 VRDP Shares held by 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; , (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.5 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 2.5 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Initial Series (Wells Fargo & Company/Mn)

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Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser (or an affiliate thereof) is a Holder or Designated Beneficial Owner of any Outstanding RVMTP MFP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five (5) on the Business Days Day after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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 Rate in respect of the fee payable pursuant to this Section 2.3 for any Week (or portion thereof) plus the amount Applicable Spread on the MFP Shares for such Week exceed 5.85% (exclusive of dividends any Additional Amount Payments), (ii) the Fee Rate in respect of the fee payable at pursuant to this Section 2.3 for any Week plus the Dividend Rate for the RVMTP MFP Shares for such Week exceed an amount equal to the product 15% (exclusive of any Additional Amount Payments), (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP Shares held by 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Mfp) Purchase Agreement (Toronto Dominion Investments, Inc.)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser is a Holder or Designated Beneficial Owner of any Outstanding RVMTP MFP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”)) , the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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 2.4 for any Week plus the Applicable Spread on the MFP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) 5.85% times (y) the aggregate average daily Liquidation Preference of the MFP Shares held by 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the RVMTP MFP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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; , (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Mfp) Purchase Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser Banc of America is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser Banc of America of such failure (a "Reporting Failure"), the Fund shall pay to the Purchaser Banc of America on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a "Failure") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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 Dividend Amount on the AMTP 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) 5.90%, times (y) the aggregate average daily Liquidation Preference of the AMTP Shares held by 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 2.5 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.5 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s 's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 2.5 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Exchange Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser Xxxxx Fargo is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser Xxxxx Fargo of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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 2.5 hereunder for any Week plus the Dividend Amount on the AMTP 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) 5.825%, times (y) the aggregate average daily Liquidation Preference of the AMTP 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 2.5 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.5 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 2.5 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Exchange Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser (or an affiliate thereof) is a Holder or Designated Owner of any Outstanding RVMTP Series 1 VRDP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five (5) on the Business Days Day after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP Series 1 VRDP Shares held by 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 Rate in respect of the fee payable pursuant to this Section 2.3 2.4 for any Week (or portion thereof) plus the amount Applicable Spread on the Series 1 VRDP Shares for such Week exceed 5.85% (exclusive of dividends any Additional Amount Payments or Additional Virginia Amount Payments), (ii) the Fee Rate in respect of the fee payable at pursuant to this Section 2.4 for any Week plus the Dividend Rate for the RVMTP Series 1 VRDP Shares for such Week exceed an amount equal to the product 15% (exclusive of any Additional Amount Payments or Additional Virginia Amount Payments), (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP Shares held by 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Remarketing Purchase Agreement (Toronto Dominion Investments, Inc.)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser Banc of America is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser Banc of America of such failure (a "Reporting Failure"), the Fund shall pay to the Purchaser Banc of America on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a "Failure") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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 Dividend Amount on the AMTP Shares for such Week exceed an amount exclusive of any Additional Amount Payment and any Additional Maryland Amount Payment equal to the product of (x) 5.90%, times (y) the aggregate average daily Liquidation Preference of the AMTP Shares held by 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 2.5 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.5 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s 's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 2.5 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Exchange Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser Banc of America is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser Banc of America of such failure (a "Reporting Failure"), the Fund shall pay to the Purchaser Banc of America on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a "Failure") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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 Dividend Amount on the AMTP Shares for such Week exceed an amount exclusive of any Additional Amount Payment and any Additional North Carolina Amount Payment equal to the product of (x) 5.90%, times (y) the aggregate average daily Liquidation Preference of the AMTP Shares held by 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 2.5 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.5 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s 's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 2.5 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Exchange Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser Xxxxx Fargo is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser Xxxxx Fargo of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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 2.5 hereunder for any Week plus the Dividend Amount on the AMTP 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) 5.825%, times (y) the aggregate average daily Liquidation Preference of the AMTP 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 2.5 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.5 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 2.5 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Exchange Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser Xxxxx Fargo is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser Xxxxx Fargo of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser Xxxxx Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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 2.5 hereunder for any Week plus the Dividend Amount on the AMTP 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) 5.825%, times (y) the aggregate average daily Liquidation Preference of the AMTP 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 2.5 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.5 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 2.5 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Exchange Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser (or an affiliate thereof) is a Holder or Designated Beneficial Owner of any Outstanding RVMTP MFP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(mSection 6.1(o) and 6.1(nor 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such a Reporting Failure continues occurs or is continuing a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a such Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP MFP Shares held by 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 Rate in respect of the fee payable pursuant to this Section 2.3 2.4 for any Week (or portion thereof) plus the amount Applicable Spread on the MFP Shares for such Week exceed 5.925% (exclusive of dividends any Additional Amount Payments), (ii) the Fee Rate in respect of the fee payable at pursuant to this Section 2.4 for any Week plus the Dividend Rate for the RVMTP MFP Shares for such Week exceed an amount equal to the product 15% (exclusive of any Additional Amount Payments), (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP Shares held by 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; Week or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Initial Series a Munifund Preferred Shares (Toronto Dominion Investments, Inc.)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser DB is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser DB of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser DB on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser DB 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 Dividend Amount on the AMTP 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 AMTP Shares held by DB 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser DB 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Shares Purchase Agreement (Deutsche Bank Ag\)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser DB is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser DB of such failure (a “Reporting Failure”), the Fund shall pay to the Purchaser DB on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a “Failure”) continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser DB 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 Dividend Amount on the AMTP Shares for such Week exceed an amount exclusive of any Additional Amount Payment equal to the product of (x) 5.90%, times (y) the aggregate average daily Liquidation Preference of the AMTP Shares held by DB 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 2.4 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser DB 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.4 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Shares Purchase Agreement (Deutsche Bank Ag\)

Additional Fee for Failure to Comply with Reporting Requirement. For so long as the Purchaser Banc of America is a Holder or Designated Owner of any Outstanding RVMTP AMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(m6.1(o) and 6.1(n6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five three (53) Business Days after written notification to the Fund by the Purchaser Banc of America of such failure (a "Reporting Failure"), the Fund shall pay to the Purchaser Banc of America on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure (a "Failure") continues a fee fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Reporting Failure and beginning on the date of such Reporting Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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 Dividend Amount on the AMTP Shares for such Week exceed an amount exclusive of any Additional Amount Payment equal to the product of (x) 5.90%, times (y) the aggregate average daily Liquidation Preference of the AMTP Shares held by 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 2.5 for any Week plus the amount of dividends payable at the Dividend Rate Amount accumulated for the RVMTP AMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP AMTP Shares held by the Purchaser 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; (iiiii) the Fund be required to calculate or pay a fee in respect of more than one Reporting Failure in any Week; or (iiiiv) any payment be required or made under this Section 2.3 2.5 that would cause the Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Fund’s 's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.3 2.5 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 (iv) the fee payable pursuant to this Section 2.3 be payable with respect to any portion of a Week in which such Reporting Failure is not continuingthereunder.

Appears in 1 contract

Samples: Exchange Agreement (Bank of America Corp /De/)

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