Common use of Purchase and Transfers Costs and Expenses Additional Fee Clause in Contracts

Purchase and Transfers Costs and Expenses Additional Fee. 2.1 Purchase and Transfer of the RVMTP Shares (a) On the Date of Original Issue for Series 2051, Purchaser (together with the other Original VMTP Purchasers), or a representative thereof duly authorized to act on its behalf, paid to the Fund, in immediately available funds, the Purchase Price in exchange for the issuance and sale by the Fund of 239 VMTP Shares with an aggregate liquidation preference equal to the aggregate liquidation preference of the Fund’s Auction Preferred Shares accepted for purchase in the Fund’s Tender Offer (rounded up to the nearest multiple of $100,000), as specified in Schedule 1 of the Original VMTP Purchase Agreement and such issuance and sale was effected through the Securities Depository. (b) On the Date of Original Issue for Series 2053, the Purchaser will acquire the 204 Additional RVMTP Shares sold on initial issuance in a transaction (which, based upon the representations of the Issuer and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Additional Purchase Price for such Additional RVMTP Shares in immediately available funds to the Issuer, with such issuance effected through the Securities Depository. (c) The Purchaser agrees that it may make offers and sales of the RVMTP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are (1) (i) QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange (“Closed-End Funds”), banks or entities that are 100% direct or indirect subsidiaries of banks’ publicly traded holding company (collectively, “Banks”), insurance companies or registered open-end management investment companies (ii) tender option bond trusts (or similar vehicles) in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund has been obtained, not PIMCO Persons if such PIMCO Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the RVMTP Shares, each transferee (including, in the case of a tender option bond trust (or similar vehicle), the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C to this Agreement. The foregoing restrictions on transfer shall not apply to any RVMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP Shares thereafter.

Purchase and Transfers Costs and Expenses Additional Fee. 2.1 Purchase and Transfer of the RVMTP 2018 VMTP Shares (a) On the Effective Date of Original Issue for Series 2051, Purchaser (together with the other Original VMTP Purchasers), or a representative thereof duly authorized to act on its behalf, paid to the Fund, in immediately available funds, the Purchase Price in exchange for the issuance and sale by the Fund of 239 BAPFC will acquire 1,983 2018 VMTP Shares with an aggregate liquidation preference equal to the aggregate liquidation preference of the Fund’s Auction Preferred Shares accepted for purchase in the Fund’s Tender Offer (rounded up to the nearest multiple of $100,000), as specified in Schedule 1 of the Original VMTP Purchase Agreement and such issuance and sale was effected through the Securities Depository. (b) On the Date of Original Issue for Series 2053, the Purchaser Blue Ridge will acquire the 204 Additional RVMTP 1,548 2018 VMTP Shares sold on initial issuance in a transaction (which, based upon the representations of the Issuer and the Purchaser Purchasers herein, is exempt from registration under the Securities Act), ) by payment of the Additional Purchase Price for such Additional RVMTP Shares in the following amounts in immediately available funds to the Issuer, with such issuance effected Issuer through the account of its agent at the Securities Depository: $49,575,000 to be paid by BAPFC and $38,700,000 to be paid by Blue Ridge. (cb) The Each Purchaser agrees that it may make offers and sales sell, transfer or otherwise dispose of the RVMTP 2018 VMTP Shares in compliance with the Securities Act and applicable state securities laws only in whole shares and only (i)(1) to Persons that it reasonably believes are (1) (i) QIBs that are are: (a) registered closed-end management investment companies, the common shares of which are traded on a national securities exchange and registered open-end management investment companies, in each case, that (“Closed-End Funds”X) are either sponsored or managed by an entity listed on Schedule 2 of this Purchase Agreement or any other entity that is controlled by, controlling or under common control with an entity listed on Schedule 2 of this Purchase Agreement and (Y) invest primarily in municipal obligations (each, a "Registered Investment Company"), ; (b) banks or entities that are 100% direct or indirect subsidiaries of banks’ ' publicly traded parent holding company companies (collectively, “"Banks”"), ; or (c) insurance companies or registered open-end management investment companies (ii) tender option bond trusts (or similar vehicles) in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect case, pursuant to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a any public offering within the meaning of Section 4(a)(2) of the Securities Act, (2) to tender option bond trusts (or other similar investment vehicles) in which all investors are Persons that such Purchaser reasonably believes are QIBs that are Registered Investment Companies, Banks or insurance companies (or, in the case of a tender option bond trust (or other similar investment vehicles) in which the Holder or an affiliate of the Holder retains a residual interest), or (iii3) to other investors with the prior written consent of the Fund Issuer and (2ii) unless the prior written consent of each of the Fund Issuer and the Majority Participants has been obtained, not PIMCO to AllianceBernstein Persons if such PIMCO AllianceBernstein Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP 2018 VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the RVMTP 2018 VMTP Shares, each transferee (including, in the case of a tender option bond trust (or other similar vehicleinvestment vehicles), the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund Issuer a transferee certificate set forth as Exhibit C to this AgreementAgreement no later than the date of the transfer. The foregoing restrictions on transfer shall not apply to any RVMTP 2018 VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP registered 2018 VMTP Shares thereafter. (c) In the event that a Purchaser transfers, in accordance with Section 2.1(b), 2018 VMTP Shares to a tender option bond trust (or other similar investment vehicles) in which such Purchaser retains a residual interest, for so long as no event has occurred that results in the termination of such tender option bond trust (or other similar investment vehicles), for purposes of each of the Applicable Sections (as defined below) that requires, permits or provides for (i) notice or the delivery of information to or (ii) voting of the 2018 VMTP Shares or the giving of any consent by or (iii) payment of fees, in each case, to such Purchaser or the Majority Participants, such Purchaser, and not such tender option bond trust (or other similar investment vehicles), shall be deemed to be the actual owner of such 2018 VMTP Shares. For the avoidance of doubt, the deemed ownership provided for in this Section 2.1(c) shall be limited to the following sections of this Agreement: 2.1(b), 2.4, 6.1, 6.2, 6.8, 6.9, 6.12, 6.14, 6.17, 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.8, 7.10, 7.12 and 7.15 (collectively, the "Applicable Sections"). The deemed ownership provided for in this Section 2.1(c) shall last until the earliest of (A) the termination of such tender option bond trust (or other similar investment vehicles); (B) the agreement by the Issuer and such Purchaser to terminate such deemed ownership; and (C) with respect to some or all of the Applicable Sections, the good-faith determination by such Purchaser that such deemed ownership has adverse tax, legal or other regulatory consequences or is otherwise no longer consistent with applicable law. (d) Anything herein to the contrary notwithstanding, except with respect to the deemed ownership provided for above in respect of the Applicable Sections, the tender option bond trust (or other similar investment vehicles) to which 2018 VMTP Shares are transferred and each of the beneficial owners thereof shall retain all of its other rights in respect of the Issuer and the 2018 VMTP Shares pursuant to this Agreement and the Articles Supplementary or under law, including, for the avoidance of doubt, its rights under any of the Applicable Sections to the extent necessary for the protection or exercise of such other rights retained pursuant to this Section 2.1(d) or that are otherwise applicable as a result of the exercise of such other rights.

Purchase and Transfers Costs and Expenses Additional Fee. 2.1 Purchase and Transfer of the RVMTP VMTP Shares (a) On the Effective Date of Original Issue for Series 2051, Purchaser (together with the other Original VMTP Purchasers), or a representative thereof duly authorized to act on its behalf, paid to the Fund, in immediately available funds, the Purchase Price in exchange for the issuance and sale by the Fund of 239 VMTP Shares with an aggregate liquidation preference equal to the aggregate liquidation preference of the Fund’s Auction Preferred Shares accepted for purchase in the Fund’s Tender Offer (rounded up to the nearest multiple of $100,000), as specified in Schedule 1 of the Original VMTP Purchase Agreement and such issuance and sale was effected through the Securities Depository. (b) On the Date of Original Issue for Series 2053, the Purchaser will acquire the 204 Additional RVMTP 283 VMTP Shares sold on initial issuance in a transaction (which, based upon the representations of the Issuer Fund and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Additional Purchase Price for such Additional RVMTP Shares in immediately available funds to the Issuer, with such issuance effected Fund through the account of its agent at the Securities Depository. (cb) The Purchaser agrees that it may make offers and sales of the RVMTP VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are (1) (i) QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange (“Closed-End Funds”), banks or entities that are 100% direct or indirect subsidiaries of banks’ publicly traded parent holding company companies (collectively, “Banks”), insurance companies or registered open-end management investment companies companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts (or similar vehicles) in which all investors are Persons that the Purchaser reasonably believes are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not PIMCO Nuveen Persons if such PIMCO Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the RVMTP VMTP Shares, each transferee (including, in the case of a tender option bond trust (or similar vehicle)trust, the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C to this Agreement. The foregoing restrictions on transfer shall not apply to any RVMTP VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP VMTP Shares thereafter.