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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n) and 6.1(o) (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 Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the 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 2.4 for any Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement), times (y) the aggregate average daily Liquidation Preference of the RVMTP 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 (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; (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 6 contracts

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 2.3 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.95%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 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 Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 6 contracts

Sources: 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 or Registration Rights Failure. (a) For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five seven (57) Business Days after written notification to the Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, and such failure is not cured within seven (7) Business Days after written notification to the Issuer by the Purchaser of such failure, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Gross-Up Payment (or an Additional Gross-Up State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)15%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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 (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 Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 3 contracts

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the either Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five seven (57) Business Days after written notification to the Issuer by either Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, and such failure is not cured within seven (7) Business Days after written notification to the Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occursfailure, the Issuer 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 or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Gross-Up Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)6.15%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the 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 2.4 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 (exclusive of any Gross-Up Payment) 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; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 3 contracts

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n) and 6.1(o) (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 Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the 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 2.4 for any Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement), times (y) the aggregate average daily Liquidation Preference of the RVMTP 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 (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; (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 3 contracts

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. (a) For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(p) (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 Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, and such failure is not cured within five Business Days after written notification to the Issuer by the Purchaser of such failure, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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. If such fee is an "other distribution" pursuant to the Articles Supplementary, such fee shall be paid pursuant to and in accordance with the Articles Supplementary, including Section 2.2(c) of the Articles Supplementary. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)15%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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 (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 Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; . (ivb) any payment be required or made under Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 that would cause for any day plus the Dividend Rate for the VMTP Shares for such day exceed 15%, (ii) the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then be required to be paid on calculate and pay a fee, in respect of more than one Reporting Failure in any series of its outstanding Preferred Sharesweek, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (viii) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 2 contracts

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser Banc of America is a Holder or Designated Owner of any Outstanding RVMTP New VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser Banc of America of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer 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 or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP New VMTP 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 2.4 2.5 hereunder for any Week (or portion thereof) plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.90%, times (y) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser 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 2.5 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP New VMTP 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; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 2 contracts

Sources: VMTP Exchange Agreement (Bank of America Corp /De/), VMTP Exchange Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser BAPFC is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser BAPFC of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser BAPFC on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser BAPFC during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 2.3 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.95%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser BAPFC during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.4 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 Purchaser BAPFC during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 2 contracts

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the either Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer by the either Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer 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 or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the 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. 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State Minnesota Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.95%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the 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 2.4 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; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 2 contracts

Sources: VMTP Purchase Agreement (Bank of America Corp /De/), Registration Rights Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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. 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State New York Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.95%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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 (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 Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 2 contracts

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(m) and 6.1(o6.1(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 Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the 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 2.4 for any Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.456.15% minus the Applicable Spread (as defined in the Statement)Spread, times (y) the aggregate average daily Liquidation Preference of the RVMTP 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 (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; (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 2 contracts

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the either Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer by the either Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer 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 or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the 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. 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State Minnesota Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.95%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the 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 2.4 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; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 2 contracts

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. (a) For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP 2019 VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(p) (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 Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, and such failure is not cured within five Business Days after written notification to the Issuer by the Purchaser of such failure, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the RVMTP 2019 VMTP Shares held by the Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an "other distribution" pursuant to the Articles Supplementary, such fee shall be paid pursuant to and in accordance with the Articles Supplementary, including Section 2.2(c) of the Articles Supplementary. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the 2019 VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)15%, times (y) the aggregate average daily Liquidation Preference of the RVMTP 2019 VMTP 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 (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP 2019 VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP 2019 VMTP 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; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; . (ivb) any payment be required or made under Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 that would cause for any day plus the Dividend Rate for the 2019 VMTP Shares for such day exceed 15%, (ii) the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then be required to be paid on calculate and pay a fee, in respect of more than one Reporting Failure in any series of its outstanding Preferred Sharesweek, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (viii) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Owner of any Outstanding RVMTP New VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 2.3 hereunder for any Week (or portion thereof) plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.95%, times (y) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.3 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP New VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP New VMTP 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. 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.95%, times (y) the aggregate average daily Liquidation Preference of the RVMTP New VMTP 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 (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP New VMTP 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; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Owner of any Outstanding RVMTP New VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.93%, times (y) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase and Exchange Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(m) and 6.1(o6.1(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 Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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 2.4 for any Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.456.15% minus the Applicable Spread (as defined in the Statement)Spread, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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 (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 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; (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the either Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer by the either Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer 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 or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the 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. 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.95%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the 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 2.4 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; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Owner of any Outstanding RVMTP New VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State Arizona Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.93%, times (y) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase and Exchange Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. (a) For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP 2018 VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(p) (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 Issuer Fund by the either Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, and such failure is not cured within five Business Days after written notification to the Issuer Fund by either Purchaser of such 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 or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the RVMTP 2018 VMTP Shares held by the such Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Articles, such fee shall be paid pursuant to and in accordance with the Articles, including Section 2.2(c) of the Articles. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the 2018 VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)15%, times (y) the aggregate average daily Liquidation Preference of the RVMTP 2018 VMTP Shares held by the 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 2.4 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP 2018 VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP 2018 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; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; . (ivb) any payment be required or made under Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 that would cause for any day plus the Issuer to violate Dividend Rate for the terms of any series of its outstanding Preferred 2018 VMTP Shares as a result of for such day exceed 15%, (ii) the Issuer's failure to have paid any distribution then Fund be required to be paid on calculate and pay a fee, in respect of more than one Reporting Failure in any series of its outstanding Preferred Sharesweek, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (viii) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the either Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer by the either Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer 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 or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the 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. 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.95%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the 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 2.4 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; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 2.3 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State Massachusetts Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.93%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 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 Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 2.3 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State California Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.93%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 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 Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the either Purchaser is a Holder or Designated Owner of any Outstanding RVMTP New VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the either Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer 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 or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP New 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. 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State Minnesota Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.95%, times (y) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the 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 2.4 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP New 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; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase and Exchange Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. (a) For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five seven (57) Business Days after written notification to the Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, and such failure is not cured within seven (7) Business Days after written notification to the Issuer by the Purchaser of such failure, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Gross-Up Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)15%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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 (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 Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Owner of any Outstanding RVMTP New VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State Pennsylvania Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.93%, times (y) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase and Exchange Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Beneficial Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 2.3 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.93%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 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 Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Owner of any Outstanding RVMTP New VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 2.3 hereunder for any Week (or portion thereof) plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State Arizona Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.95%, times (y) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.3 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the either Purchaser is a Holder or Designated Owner of any Outstanding RVMTP New VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the either Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer 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 or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP New 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. 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)6.05%, times (y) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the 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 2.4 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP New 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; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: Purchase and Exchange Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. (a) For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(p) of this Agreement (except as a result of a Force Majeure Exception) and such failure is not cured within five seven (57) Business Days after written notification to the Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, and such failure is not cured within seven (7) Business Days after written notification to the Issuer by the Purchaser of such failure, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an “other distribution” pursuant to the Articles Supplementary, such fee shall be paid pursuant to and in accordance with the Articles Supplementary, including Section 2.2(c) of the Articles Supplementary. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)15%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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 (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 Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(m) and 6.1(o6.1(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 Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the 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 2.4 for any Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.456.22% minus the Applicable Spread (as defined in the Statement)Spread, times (y) the aggregate average daily Liquidation Preference of the RVMTP 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 (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; (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's ’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: RVMTP Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser Investor is a Holder or Designated Owner of any Outstanding RVMTP Shares, if the Issuer Acquiring Fund fails to comply with the reporting requirements set forth in Sections 6.1(n7.1(n) and 6.1(o7.1(o) (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 Issuer Acquiring Fund by the Purchaser Investor of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Acquiring Fund shall pay to the Purchaser Investor on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP Shares held by the Purchaser Investor 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 2.4 2.3 for any Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement), times (y) the aggregate average daily Liquidation Preference of the RVMTP Shares held by the Purchaser Investor 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 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 Investor 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; (iii) the Issuer Acquiring Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 2.3 that would cause the Issuer Acquiring Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's Acquiring Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer Acquiring Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 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 (v) the fee payable pursuant to this Section 2.4 2.3 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Owner of any Outstanding RVMTP New VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State Georgia Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.93%, times (y) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase and Exchange Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser Investor is a Holder or Designated Owner of any Outstanding RVMTP Shares, if the Issuer Acquiring Fund fails to comply with the reporting requirements set forth in Sections 6.1(n7.1(n) and 6.1(o7.1(o) (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 Issuer Acquiring Fund by the Purchaser Investor of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Acquiring Fund shall pay to the Purchaser Investor on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP Shares held by the Purchaser Investor 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 2.4 2.3 for any Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement), times (y) the aggregate average daily Liquidation Preference of the RVMTP Shares held by the Purchaser Investor 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 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 Investor 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; (iii) the Issuer Acquiring Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 2.3 that would cause the Issuer Acquiring Fund to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's Acquiring Fund’s failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer Acquiring Fund shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 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 (v) the fee payable pursuant to this Section 2.4 2.3 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: RVMTP Exchange Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 2.3 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.93%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 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 Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(m) and 6.1(o6.1(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 Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the 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 2.4 for any Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.456.22% minus the Applicable Spread (as defined in the Statement)Spread, times (y) the aggregate average daily Liquidation Preference of the RVMTP 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 (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; (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Owner of any Outstanding RVMTP New VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State Connecticut Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.93%, times (y) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase and Exchange Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. (a) For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within five seven (57) Business Days after written notification to the Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, and such failure is not cured within seven (7) Business Days after written notification to the Issuer by the Purchaser of such failure, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Gross-Up Payment (or an Additional Gross-Up State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)15%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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 (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 Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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. 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State Missouri Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.90%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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 (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 Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 2.3 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State Pennsylvania Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.93%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 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 Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the either Purchaser is a Holder or Designated Owner of any Outstanding RVMTP New VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the either Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer 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 or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP New 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the New VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State Michigan Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.95%, times (y) the aggregate average daily Liquidation Preference of the RVMTP New VMTP Shares held by the 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 2.4 for any Week (or portion thereof) plus the amount of dividends payable at the Dividend Rate for the RVMTP New VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the RVMTP New VMTP 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; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: Exchange and Purchase Agreement (Wells Fargo & Company/Mn)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(m) and 6.1(o6.1(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 Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the 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 2.4 for any Week (or portion thereof) exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% the Applicable Spread amount during an Increased Rate Period minus the Applicable Spread (as defined in the Statement)Spread, times (y) the aggregate average daily Liquidation Preference of the RVMTP 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 (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; (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: RVMTP Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For To the extent a Registration Rights Agreement is in effect, for so long as the either Purchaser is a Holder or Designated Beneficial Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer by the either Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer 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 or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the 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. 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.95%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the 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 2.4 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; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. 8 (a) For so long as the Purchaser is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(p) of this Agreement (except as a result of a Force Majeure Exception) and such failure is not cured within five seven (57) Business Days after written notification to the Issuer by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, and such failure is not cured within seven (7) Business Days after written notification to the Issuer by the Purchaser of such failure, the Issuer shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (ai) the Fee Rate, times (bii) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser during such Week or portion thereof, times (ciii) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs. If such fee is an "other distribution" pursuant to the Articles Supplementary, such fee shall be paid pursuant to and in accordance with the Articles Supplementary, including Section 2.2(c) of the Articles Supplementary. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)15%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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 (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 Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: VMTP Purchase Agreement (Bank of America Corp /De/)

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser ▇▇▇▇▇ Fargo is a Holder or Designated Owner of any Outstanding RVMTP VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser ▇▇▇▇▇ Fargo of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer Fund shall pay to the Purchaser ▇▇▇▇▇ Fargo on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Rights Failure (either, a "Failure") continues a fee, fee calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 2.4 2.3 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an and any Additional State Georgia Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)5.93%, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP Shares held by the Purchaser ▇▇▇▇▇ 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 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 Purchaser ▇▇▇▇▇ Fargo during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

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

Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure. For so long as the Purchaser is a Holder or Designated Beneficial Owner of any Outstanding RVMTP VMTP Shares, if the Issuer Fund fails to comply with the reporting requirements set forth in Sections 6.1(n6.1(o) and 6.1(o6.1(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 Issuer Fund by the Purchaser of such failure (a "Reporting Failure") or a Registration Rights Failure occurs, the Issuer 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 or Registration Rights Failure (either, a "Failure") continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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. 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 2.4 hereunder for any Week (or portion thereof) plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment (or an Additional State Amount Payment, as applicable)) equal to the product of (x) 6.45% minus the Applicable Spread (as defined in the Statement)Increased Rate, times (y) the aggregate average daily Liquidation Preference of the RVMTP VMTP 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 (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 Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Issuer Fund be required to calculate or pay a fee in respect of more than one Failure in any Week; (iv) any payment be required or made under this Section 2.4 that would cause the Issuer to violate the terms of any series of its outstanding Preferred Shares as a result of the Issuer's failure to have paid any distribution then required to be paid on any series of its outstanding Preferred Shares, provided that the Issuer shall pay all accrued and unpaid amounts otherwise payable under this Section 2.4 when such amounts may be paid under the terms of its currently outstanding Preferred Shares following the cure of any such failure to pay distributions thereunder or (v) the fee payable pursuant to this Section 2.4 be payable with respect to any portion of a Week in which such Failure is not continuing.

Appears in 1 contract

Sources: Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/)