PURCHASE AND ASSIGNMENT AGREEMENT
Exhibit 99.7
This Purchase and Assignment Agreement (this "Agreement") dated as of March 14, 2019, is made by and between BLUE RIDGE INVESTMENTS, L.L.C., a Delaware limited liability company ("Transferor"), and BANC OF AMERICA PREFERRED FUNDING CORPORATION, a Delaware corporation, (the "Purchaser").
WHEREAS, the Transferor is the legal and beneficial owner of the variable rate munifund term preferred shares described on Schedule 1 hereto (the "VMTP Shares"), issued by the closed-end fund listed on Schedule 1 (the "Issuer");
WHEREAS, the VMTP Shares were purchased by the Transferor pursuant to the purchase agreement described on Schedule 1 hereto related to the sale or exchange of the VMTP Shares (the "Purchase Agreement");
WHEREAS, the Transferor desires to sell and assign its entire interest in the VMTP Shares and all rights and obligations under the Purchase Agreement to the Purchaser (collectively, the "VMTP Assets") (including, without limitation, the right to receive any accrued but unpaid dividends), and the Purchaser desires to purchase and accept from the Transferor the VMTP Assets pursuant to the terms of this Agreement; and
WHEREAS, as consideration for the sale and assignment of the VMTP Assets, the Purchaser has agreed to pay the Transferor an amount in cash equal to the amount as set forth on Schedule 1 hereto (such amount, the "Purchase Price").
NOW, THEREFORE, in consideration of the respective agreements contained herein, the parties hereto agree as follows:
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1)
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Purchase, Transfer and Assignment of the VMTP Assets. In consideration of the Purchaser's promise to pay the entirety of the Purchase Price to the Transferor, the Transferor hereby absolutely, irrevocably and unconditionally sells, assigns, conveys, and transfers to the Purchaser all of the VMTP Assets and the Purchaser hereby agrees to purchase the VMTP Assets and accept such assignment.
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Closing and Transfer Procedures. Settlement of the purchase shall occur on March 18, 2019, on which date, (a) the Purchaser shall pay to the Transferor the Purchase Price using such account information as designated by the Transferor for such purpose and (b) the Purchaser is authorized by the Transferor to and shall deliver to the Issuer, with copy to the Transferor, a completed transfer certificate in the form of the transfer certificate attached as an exhibit to the Purchase Agreement.
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Additional Documents and Undertakings. The Transferor and Purchaser each agree to take such further action and to execute and deliver, or cause to be executed and delivered, any and all other documents which are, in the opinion of the Transferor or Purchaser, necessary to carry out the sale, transfer and assignment effected by this Agreement.
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Mutual Representations and Warranties. Each party hereto represents to the other party hereto that this Agreement constitutes a valid and legally binding obligation of such party, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
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5)
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Amendments. No provision hereof may be waived or modified other than by an instrument in writing signed by the parties hereto.
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Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
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7)
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Governing Law, Submission to Jurisdiction.
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This Agreement shall be construed in accordance with and governed by the domestic law of the State of New York without regard to conflict of laws principles that would require the application of the law of another jurisdiction.
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8)
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Entire Agreement. This Agreement and the instruments referenced herein contain the entire understanding of the Parties with respect to the matters covered herein and therein.
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9)
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Effective Date and Counterpart Signature. This Agreement shall be effective as of the date first written above. This Agreement, and acceptance of same, may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Confirmation of execution by fax transmission or email of a facsimile signature page shall be binding upon that party so confirming.
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[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
BLUE RIDGE INVESTMENTS, L.L.C.
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
BANC OF AMERICA PREFERRED FUNDING CORPORATION
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
SCHEDULE 1
VMTP Shares:
1,548 2018 Variable Rate MuniFund Term Preferred Shares
Purchase Price:
$38,700,000.00.
CUSIP:
00000X000.
Issuer:
AllianceBernstein National Municipal Income Fund, Inc.
Ticker:
AFB.
Liquidation Preference:
$25,000 per share.
Purchase Agreement:
VMTP Purchase Agreement, dated as of December 19, 2018, by and among AllianceBernstein National Municipal Income Fund, Inc., Banc of America Preferred Funding Corporation, and Blue Ridge Investments, L.L.C., as may be amended from time to time.
