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

Purchase and Transfers Costs and Expenses Additional Fees. 2.1 Purchase and Transfer of the Series 3 VRDP Shares (a) On the Effective Date the Purchaser will acquire 886 of the Series 3 VRDP Shares sold by the Remarketing Agent to the Purchaser in a transaction (which, based upon the representations of the Fund and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Purchase Price in immediately available funds to the Remarketing Agent through the account of its agent at the Securities Depository. (b) The Purchaser agrees that it may make offers and sales of the Series 3 VRDP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment 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 in which all investors are Persons that the Purchaser reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment 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, Persons that are not Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding Series 3 VRDP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the Series 3 VRDP Shares, other than a transfer to the Purchaser, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C.

Purchase and Transfers Costs and Expenses Additional Fees. 2.1 Purchase and Transfer Transfers of the Series 3 VRDP MFP Shares (a) On the Effective Date Date, the Purchaser will acquire 886 1,850 of the Series 3 VRDP MFP Shares sold by the Remarketing Agent to the Purchaser in a transaction (which, based upon the representations of the Fund and the Purchaser herein, is exempt from registration under the Securities Act), ) by payment of the Purchase Price in immediately available funds to the Remarketing Agent through the account of its agent at the Securities Depository. (b) The Purchaser agrees that it may make offers and sales of the Series 3 VRDP MFP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 (bank entities that are 100% direct or affiliates indirect subsidiaries of banks' publicly traded parent holding companies (collectively, "Banks"), insurance companies or registered open-end management investment 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 (or affiliates of banks)Banks, insurance companies or registered open-end management investment 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, Persons that are not Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding Series 3 VRDP MFP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the Series 3 VRDP MFP Shares, other than a transfer to the Purchaser, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C.C. For all purposes under this Agreement, the Statement and the Supplement, the Fund shall be deemed to have notice only of any transfer for which a transferee certificate as set forth in Exhibit C is delivered in accordance with the notice provision of Section 7.1.

Purchase and Transfers Costs and Expenses Additional Fees. 2.1 Purchase and Transfer of the Series 3 1 VRDP Shares (a) On the Effective Date the Purchaser will acquire 886 810 of the Series 3 1 VRDP Shares sold by the Remarketing Agent to the Purchaser in a transaction (which, based upon the representations of the Fund and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Purchase Price in immediately available funds to the Remarketing Agent through the account of its agent at the Securities Depository. (b) The Purchaser agrees that it may make offers and sales of the Series 3 1 VRDP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment 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 in which all investors are Persons that the Purchaser reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment 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, Persons that are not Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding Series 3 1 VRDP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the Series 3 1 VRDP Shares, other than a transfer to the Purchaser, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C.C. For all purposes under this Agreement, the Statement and the Notice, the Fund shall be deemed to have notice only of any transfer for which a transferee certificate as set forth as Exhibit C is delivered.

Purchase and Transfers Costs and Expenses Additional Fees. 2.1 Purchase and Transfer of the Series 3 1 VRDP Shares (a) On the Effective Date the Purchaser will acquire 886 1,280 of the Series 3 1 VRDP Shares sold by the Remarketing Agent to the Purchaser in a transaction (which, based upon the representations of the Fund and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Purchase Price in immediately available funds to the Remarketing Agent through the account of its agent at the Securities Depository. (b) The Purchaser agrees that it may make offers and sales of the Series 3 1 VRDP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment 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 in which all investors are Persons that the Purchaser reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment 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, Persons that are not Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding Series 3 1 VRDP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the Series 3 1 VRDP Shares, other than a transfer to the Purchaser, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C.C. For all purposes under this Agreement, the Statement and the Notice, the Fund shall be deemed to have notice only of any transfer for which a transferee certificate as set forth as Exhibit C is delivered.

Purchase and Transfers Costs and Expenses Additional Fees. 2.1 Purchase and Transfer of the Series 3 2 VRDP Shares (a) On the Effective Date the Purchaser will acquire 886 1,125 of the Series 3 2 VRDP Shares sold by the Remarketing Agent to the Purchaser in a transaction (which, based upon the representations of the Fund and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Purchase Price in immediately available funds to the Remarketing Agent through the account of its agent at the Securities Depository. (b) The Purchaser agrees that it may make offers and sales of the Series 3 2 VRDP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment 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 in which all investors are Persons that the Purchaser reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment 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, Persons that are not Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding Series 3 2 VRDP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the Series 3 2 VRDP Shares, other than a transfer to the Purchaser, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C.

Purchase and Transfers Costs and Expenses Additional Fees. 2.1 Purchase and Transfer of the Series 3 VRDP Shares (a) On the Effective Date the Purchaser will acquire 886 1,050 of the Series 3 VRDP Shares sold by the Remarketing Agent to the Purchaser in a transaction (which, based upon the representations of the Fund and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Purchase Price in immediately available funds to the Remarketing Agent through the account of its agent at the Securities Depository. (b) The Purchaser agrees that it may make offers and sales of the Series 3 VRDP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment 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 in which all investors are Persons that the Purchaser reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment 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, Persons that are not Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding Series 3 VRDP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the Series 3 VRDP Shares, other than a transfer to the Purchaser, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C.