conversations.from: human
conversations.value: Give me 'Section 4. The undersigned hereby repr ... ' for this agreement: NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND (NVG)
  AND
  NUVEEN FUND ADVISORS, LLC
  AND
  [●]
  REMARKETING AGREEMENT
  Dated as of [●]
  Series [●] MuniFund Preferred Shares
  Variable Rate Remarketed Mode
  (NVG - Series [●] MFP)
conversations.from: assistant
conversations.value: 4. By: Name: Title:
  SCHEDULE 1
  TENDER NOTICE DELIVERY INFORMATION FOR THE REMARKETING AGENT
  This Tender Notice must be delivered by the Beneficial Owner or its Agent Member to [●] (the "Remarketing Agent") by email transmission at the email address listed below or such other email address as the Remarketing Agent shall designate (or, if email transmission shall be unavailable, by facsimile transmission to the fax number listed below or such other fax number as the Remarketing Agent will designate) at or prior to 5:00 p.m., New York City time, on any Business Day. If this Tender Notice is delivered after 5:00 p.m., New York City time, it will be deemed to have been received by the Remarketing Agent on the next succeeding Business Day, and the Purchase Date will be postponed accordingly by one Business Day:
  Attention: [●] [●]
conversations.from: human
conversations.value: More of this please:
  NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND (NVG) AND NUVEEN FUND ADVISORS, LLC AND (●) REMARKETING AGREEMENT Dated as of (●) Series (●) MuniFund Preferred Shares Variable Rate Remarketed Mode (NVG - Series ...
conversations.from: assistant
conversations.value: The completion of this text could be: (●) MFP) Table of Contents Page Section 1. Definitions 1 Section 2.
conversations.from: human
conversations.value: More of this please:
  Appointment and Obligations of the Remarketing Agent 3 Section 3. Representations, Warranties and Covenants of the Remarketing Agent and the ...
conversations.from: assistant
conversations.value: The completion of this text could be: Fund 6 Section 4. Fees and Expenses 7 Section 5. Resignation, Suspension and Removal of the Remarketing Agent 7 Section...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 6.
conversations.from: human
conversations.value: More of this please:
  Dealing in the VRRM-MFP Shares 7 ...
conversations.from: assistant
conversations.value: The completion of this text could be: Section 7. Information 8 Section 8.
conversations.from: human
conversations.value: Fill in the missing words: Conditions to Obligations of the Remarketing Agent 9 Section 9. [words 1] 10.
conversations.from: assistant
conversations.value: words 1: Indemnification 9 Section
conversations.from: human
conversations.value: Fill in the missing spans: Books and Records 13 Section 14. [spans 1] 15. Waiver of Jury Trial 14 Section 16. Certain Provisions to Survive Termination of Agreement 14 Section 17. Successors and Assigns 14 Section 18.
conversations.from: assistant
conversations.value: spans 1: Governing Law 13 Section
conversations.from: human
conversations.value: More of this please:
  Headings 14 Section 19. ...
conversations.from: assistant
conversations.value: The completion of this text could be: Severability 14 Section 20.
conversations.from: human
conversations.value: More of this please:
  Counterparts 14 Section 21. Remarketing Agent Not Acting as Underwriter 15 Section 22. Amendment 15 i Section 23. Benefits 15 Section 24. Notices and ...
conversations.from: assistant
conversations.value: The completion of this text could be: Wire Instructions 15 Section 25. Liability of Officers, Trustees and Shareholders 16 Section 26. Nonpetition Covenant 16 REMARKETING AGREEMENT This REMARKETING AGREEMENT, dated as...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: of (●) (this "Agreement"), by and among Nuveen AMT-Free Municipal Credit Income Fund, a closed-end investment company organized as a Massachusetts business trust (the "Fund"), Nuveen Fund Advisors, LLC, a registered investment adviser and wholly-owned subsidiary of Nuveen Investments, Inc. (the "Investment Adviser"), and (●) (the "Remarketing Agent"). WITNESSETH: WHEREAS, the Fund is issuing Series (●) MuniFund Preferred Shares, par value $.01 per share...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: (the "MFP Shares"), with a liquidation preference of $(●) per share, pursuant to and with the preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption assigned to them in the Fund's Statement Establishing and Fixing the Rights and Preferences of Series (●) MuniFund Preferred Shares effective (●), as amended, revised or supplemented from time to time (the "Statement"), as modified with respect to the Initial Mode by the Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series (●) MuniFund Preferred Shares Initially Designating the Variable Rate Remarketed Mode for the Series (●) MuniFund Preferred Shares effective (●), as amended, revised or supplemented from time to time (the "Supplement"; references in this Agreement to the Supplement shall be deemed...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: to include the Statement); WHEREAS, the Fund has requested (●) to act as the Remarketing Agent under this Agreement while the MFP Shares are in the Variable Rate Remarketed Mode in accordance with the provisions of the Supplement (and the Board of Trustees of the Fund has adopted a resolution appointing (●) as the Remarketing Agent) to perform the duties set forth herein and to perform such other duties as are assigned to the Remarketing Agent herein and in the Supplement, all pursuant to the procedures set forth in the Supplement and this Agreement; WHEREAS, the Remarketing Agent is willing to assume such duties on the terms and conditions expressly set forth herein; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: agree as follows: Section 1. Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings assigned to them in the Supplement. "1933 Act" means the Securities Act of...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: 1933, as amended. "1933 Act Regulations" means the rules and regulations under the 1933 Act. "1934 Act" means the Securities Exchange Act of 1934,...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: as amended. "1940 Act" means the Investment Company Act of 1940, as...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: amended.
conversations.from: human
conversations.value: More of this please:
  "1940 Act Documents" has the meaning set forth in Section 3(b) hereof.1 ...
conversations.from: assistant
conversations.value: The completion of this text could be: "1940 Act Regulations" means the rules and regulations under the 1940 Act.
conversations.from: human
conversations.value: Fill in the missing words: "Agreement" has the meaning set forth in the preamble. "Calculation and [words 1] New York Mellon acting pursuant to the [words 2] or any successor thereto.
conversations.from: assistant
conversations.value: words 1: Paying Agent" means The Bank of 
  words 2: Tender and Paying Agent Agreement
conversations.from: human
conversations.value: Fill in the missing spans: "Commission" has the meaning set forth in Section 3(d) hereof. "Fund" has the meaning set forth in the preamble. "Indemnified Person" has the meaning set forth in Section 9(a) hereof. "Indemnifying Person" has [spans 1].
conversations.from: assistant
conversations.value: spans 1: the meaning set forth in Section 9(c) hereof
conversations.from: human
conversations.value: Fill in the missing words: "Investment Adviser" has the meaning set forth in the preamble. "Losses" has the meaning set [words 1] hereof. "MFP Shares" has the meaning set forth [words 2] the preamble. "Mode" has the meaning set forth in the Statement. "Prospectus" [words 3] of additional information incorporated by reference therein, each dated (●), and the prospectus supplement, dated (●), relating to the [words 4].
conversations.from: assistant
conversations.value: words 1: forth in Section 9(b) 
  words 2: in 
  words 3: means the final prospectus, including the statement 
  words 4: initial offering of the VRRM-MFP Shares
conversations.from: human
conversations.value: Fill in the missing spans: "Registration Statement" means the Fund's registration statement [spans 1] 2018, as it may be amended from time to time.
conversations.from: assistant
conversations.value: spans 1: (No.333-226136 and No.811-09475), relating to the MFP Shares and other securities of the Fund, declared effective by order of the Commission on October (●),
conversations.from: human
conversations.value: Fill in the missing spans: "Remarketing Agent" has the meaning set ... preamble. "Remarketing Materials" has the meaning set forth ... hereof. "Remarketing Memorandum" means the Prospectus or any other written ... has been approved by the Fund in writing for use in connection with remarketing prior to its use, ...
conversations.from: assistant
conversations.value: spans 1: forth in the 
  spans 2: in Section 7(b) 
  spans 3: communication describing the Fund and/or the terms of the VRRM-MFP Shares, which 
  spans 4: which approval shall not be unreasonably withheld or delayed
conversations.from: human
conversations.value: More of this please:
  "Representation Date" has the meaning set forth in Section 3(b) hereof. "Statement" has the meaning set forth in the preamble. "Supplement" has the meaning ...
conversations.from: assistant
conversations.value: The completion of this text could be: set forth in the preamble. "Transition Remarketing" means a remarketing in connection with a Mode change pursuant to Article 3 of the Supplement.2 "VRRM-MFP...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Shares" means the MFP Shares while in the Variable Rate Remarketed Mode pursuant to the Supplement. Section 2. Appointment and Obligations of the Remarketing Agent. (a) Appointment. The Fund hereby appoints (●),...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: and (●) hereby accepts such appointment, as the exclusive Remarketing Agent of the VRRM-MFP Shares for the Variable Rate Remarketed Mode for the purpose of establishing on each Business Day the Dividend Rate in respect of the VRRM-MFP Shares and, in connection with a tender, remarketing such VRRM-MFP Shares on behalf of the Beneficial Owners or Holders thereof, as applicable, and calculating the Purchase...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Price therefor, among other things; and performing such other duties as are assigned to the Remarketing Agent in the Supplement, all pursuant to the...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: procedures set forth in the Supplement and this Agreement.
conversations.from: human
conversations.value: Fill in the missing words: (b) General Duties. The Remarketing Agent agrees with respect [words 1] (i) use its best efforts to remarket Tendered VRRM-MFP Shares [words 2] with an optional tender or mandatory tender of [words 3] in the Supplement, but shall in no [words 4] purchasers are found, provided it has otherwise [words 5] forth in this Agreement and the Supplement; (ii) calculate [words 6] paid in connection with a remarketing [words 7] Shares. (iii) establish the Dividend Rate as [words 8] the Dividend Rate may not exceed [words 9] the Calculation and Paying Agent of [words 10] and post the Dividend Rate on [words 11] of determination of the Dividend Rate as provided [words 12] case of the notice to the Fund [words 13] with respect to the Step-Up Dividend Rate, such notice [words 14] reasonable detail the basis for and [words 15] the Remarketing Agent; (v) provide any other notices [words 16] provided by the Remarketing Agent to [words 17] Agent, Holders and Beneficial Owners as [words 18] (vi) make available to a Beneficial Owner, upon request by [words 19] a remarketing, a copy of the Contact Notification Form (as such [words 20] in the Tender and Paying Agent [words 21] or a former Beneficial Owner, upon [words 22] Owner or former Beneficial Owner (as the case may be) in 3 connection with [words 23] remarketing, a copy of the Cancellation Form (as such [words 24] the Tender and Paying Agent Agreement); and [words 25] other duties as are assigned to the Remarketing Agent [words 26] the Supplement, or as are reasonably requested by the Fund [words 27] the Remarketing Agent, all in accordance [words 28] Agreement and the Supplement. (c) Remarketing at [words 29] Price; Principal to Principal Basis.
conversations.from: assistant
conversations.value: words 1: to the VRRM-MFP Shares to: 
  words 2: in connection 
  words 3: VRRM-MFP Shares as provided 
  words 4: way be liable if no 
  words 5: performed its obligations as set 
  words 6: the Purchase Price to be 
  words 7: of VRRM-MFP 
  words 8: provided in the Supplement; provided, that 
  words 9: the Maximum Rate; (iv) notify the Fund and 
  words 10: the Dividend Rate by Electronic Means 
  words 11: Bloomberg promptly on each date 
  words 12: in the Supplement; in the 
  words 13: and the Calculation and Paying Agent 
  words 14: shall set forth in 
  words 15: calculation of the highest rate as determined by 
  words 16: to be 
  words 17: the Fund, the Calculation and Paying 
  words 18: set forth in the Supplement; 
  words 19: such Beneficial Owner in connection with 
  words 20: term is defined 
  words 21: Agreement); (vii) make available to a Beneficial Owner 
  words 22: request by such Beneficial 
  words 23: a 
  words 24: term is defined in 
  words 25: (viii) carry out such 
  words 26: herein and in 
  words 27: and agreed to by 
  words 28: with the provisions in this 
  words 29: Purchase
conversations.from: human
conversations.value: Fill in the missing spans: It is further understood and agreed by and between the parties that, in connection with any attempted remarketing, all Tendered VRRM-MFP Shares shall be remarketed at the Purchase Price of such VRRM-MFP Shares. With respect to the Remarketing Agent's responsibilities, but without affecting the Calculation [spans 1] if accepted, would be binding on the bidder for the consummation of the sale of such VRRM-MFP [spans 2] not as an agent, from the Beneficial Owner or Holder thereof on the Purchase Date at the Purchase Price, (ii) resell such VRRM-MFP [spans 3] purchase and resale on its books and records in accordance with this provision. Any such purchases by the Remarketing Agent from the [spans 4] funds. (d) Optional Tender for Remarketing Notices.
conversations.from: assistant
conversations.value: spans 1: and Paying Agent's role as intermediary (if applicable), the Remarketing Agent hereby agrees that, if the Remarketing Agent obtains a bid at the Purchase Price for any VRRM-MFP Shares being remarketed, which, 
  spans 2: Shares (an "actionable bid"), and the Remarketing Agent elects in its sole discretion to accept such actionable bid, the Remarketing Agent shall (i) purchase the Tendered VRRM-MFP Shares, as a principal and 
  spans 3: Shares, as a principal and not as an agent, to the Person making such actionable bid at the Purchase Price, and (iii) record such 
  spans 4: Beneficial Owner or Holder shall be made with the Remarketing Agent's own
conversations.from: human
conversations.value: More of this please:
  If, in connection with an optional tender for remarketing in accordance with Section 2.2(a) of the Supplement, a Beneficial Owner tendering VRRM-MFP Shares for remarketing delivers to the Remarketing Agent a Tender Notice in substantially the form of and containing the information set forth in Exhibit A hereto and the Remarketing Agent identifies a purchaser for the Tendered ...
conversations.from: assistant
conversations.value: The completion of this text could be: VRRM-MFP Shares during the related Remarketing Window, the Remarketing Agent shall deliver a Remarketing Notice in substantially the form of and containing the information set forth in Exhibit B hereto to the Beneficial Owner of the Tendered VRRM-MFP Shares, with a copy to the Fund and the Calculation and Paying Agent as provided in Section 2.2(a) of the Supplement.
conversations.from: human
conversations.value: Fill in the missing spans: Upon the occurrence of a Failed Remarketing Event, the Remarketing Agent shall provide a Failed Remarketing Notice in substantially the form [spans 1].
conversations.from: assistant
conversations.value: spans 1: of and containing the information set forth in Exhibit C hereto to the Holders, the Fund and the Calculation and Paying Agent as provided in Section 2.2(b) of the Supplement
conversations.from: human
conversations.value: More of this please:
  (e) Mandatory Tender for Remarketing Notices. In connection with a mandatory tender for remarketing in accordance with Section 2.2(c) of the Supplement, the Remarketing Agent shall provide a Remarketing Notice in substantially ...
conversations.from: assistant
conversations.value: The completion of this text could be: the form of and containing the information set forth in Exhibit B hereto to the Holders, the Fund and the Calculation and Paying Agent as provided in Section 2.2(c) of the Supplement.
conversations.from: human
conversations.value: More of this please:
  Each Beneficial Owner wishing (and eligible) to retain its VRRM-MFP Shares shall provide a Retention Notice in substantially the form of and containing the information ...
conversations.from: assistant
conversations.value: The completion of this text could be: set forth in Exhibit D hereto to the Remarketing Agent 4 and the Calculation and Paying Agent as provided in Section 2.2(c) of the Supplement.
conversations.from: human
conversations.value: Fill in the missing words: Upon the occurrence of a Failed [words 1] a Failed Remarketing Notice in substantially [words 2] the information set forth in Exhibit C [words 3] and the Calculation and Paying Agent [words 4] Supplement. (f) Mode Change Notices.
conversations.from: assistant
conversations.value: words 1: Remarketing Event, the Remarketing Agent shall provide 
  words 2: the form of and containing 
  words 3: hereto to the Holders, the Fund 
  words 4: as provided in Section 2.2(c) of the
conversations.from: human
conversations.value: Fill in the missing words: In connection with a mandatory tender for remarketing for a transition to a new Mode [words 1] Supplement, the Remarketing Agent shall provide a Remarketing Notice in substantially [words 2] set forth in Exhibit B hereto to the [words 3] the Calculation and Paying Agent as [words 4].
conversations.from: assistant
conversations.value: words 1: in accordance with Section 3.2 of the 
  words 2: the form of and containing the information 
  words 3: Holders, the Fund and 
  words 4: provided in Section 3
conversations.from: human
conversations.value: Fill in the missing spans: 2(c) of the Supplement. Upon the occurrence of a Failed Remarketing Event, the Remarketing Agent shall provide a Failed Remarketing Notice in substantially ... as provided in Section 3.2(c) of the Supplement. ... Procedures. Except as otherwise expressly provided for herein, ...
conversations.from: assistant
conversations.value: spans 1: the form of and containing the information set forth in Exhibit C hereto to the Holders, the Fund and the Calculation and Paying Agent 
  spans 2: (g) Book-Entry 
  spans 3: the purchase and delivery of Tendered VRRM-MFP Shares and the remarketing thereof, and payments with respect to the foregoing, will be accomplished in accordance with the applicable procedures of the Securities Depository
conversations.from: human
conversations.value: More of this please:
  (h) Return of Unsold VRRM-MFP Shares. Any VRRM-MFP Shares unsold in a remarketing will be returned to the relevant tendering Beneficial Owners or their Agent Members, or the relevant tendering Holders, ...
conversations.from: assistant
conversations.value: The completion of this text could be: as the case may be, by the Remarketing Agent; provided that such tender will continue until the earlier of the occurrence of a successful remarketing or the Failed Remarketing Mandatory Redemption Date.
conversations.from: human
conversations.value: Fill in the missing spans: (i) Timing Requirements. The Remarketing Agent agrees to the remarketing timing requirements [spans 1].
conversations.from: assistant
conversations.value: spans 1: applicable to it in the Supplement
conversations.from: human
conversations.value: More of this please:
  The Remarketing Agent may, in its sole discretion, modify the settlement procedures set forth therein with respect to any Remarketing upon ten (10) days' prior written notice to the Fund and the ...
conversations.from: assistant
conversations.value: The completion of this text could be: Calculation and Paying Agent, provided any such modification does not adversely affect the Holders, the Beneficial Owners, the Calculation and Paying Agent or the Fund. (j) Purchases by Remarketing Agent.
conversations.from: human
conversations.value: Fill in the missing spans: If the Remarketing Agent in its sole discretion decides to purchase unsold VRRM- MFP Shares for its own account, on each Purchase Date, the Remarketing Agent will [spans 1] a. m.
conversations.from: assistant
conversations.value: spans 1: settle such purchase through delivery against payment of the Purchase Price for such VRRM-MFP Shares to be received by the Remarketing Agent by 11:00
conversations.from: human
conversations.value: Fill in the missing words: New York City time, on such [words 1] Date. The Remarketing Agent is not obligated to purchase any VRRM-MFP Shares that [words 2] remain unsold in a remarketing. (k) Sales by [words 3].
conversations.from: assistant
conversations.value: words 1: Purchase 
  words 2: would otherwise 
  words 3: Remarketing Agent for its Own Account
conversations.from: human
conversations.value: More of this please:
  It is expressly understood and agreed by the parties hereto that VRRM-MFP Shares as to which the Remarketing Agent is the Beneficial Owner may be held by the Remarketing Agent for its own account or for the account of others, and may be sold in a remarketing or otherwise sold by the Remarketing Agent. The Remarketing Agent may sell VRRM-MFP Shares for its own ...
conversations.from: assistant
conversations.value: The completion of this text could be: account outside of a remarketing at a price other than the Purchase Price.
conversations.from: human
conversations.value: More of this please:
  5 (l) Notice of Taxable Allocations. Whenever the Fund intends or expects to include any Taxable Allocation in any dividend on VRRM-MFP Shares, the ...
conversations.from: assistant
conversations.value: The completion of this text could be: Fund shall provide a Notice of Taxable Allocation in accordance with Section 2.
conversations.from: human
conversations.value: Fill in the missing spans: 7(a) of the Supplement. Whenever such [spans 1] will notify each Holder and the Remarketing Agent.
conversations.from: assistant
conversations.value: spans 1: advance notice is received from the Fund, the Calculation and Paying Agent
conversations.from: human
conversations.value: Fill in the missing words: The Remarketing Agent shall promptly notify each potential Beneficial [words 1] Member after receipt of such advance notice by the Remarketing Agent. Section 3.
conversations.from: assistant
conversations.value: words 1: Owner or its Agent
conversations.from: human
conversations.value: More of this please:
  Representations, Warranties and Covenants of the Remarketing Agent and the Fund. (a) The Remarketing Agent hereby represents, warrants and agrees that it has, and during the term of this Agreement shall maintain, all licenses, consents and other rights required for the use of any index or other data in connection with calculation of the Dividend Rate or dissemination thereof. (b) The Fund represents and warrants to, and agrees with, the Remarketing Agent as as of each Purchase Date, Remarketing Date or New Mode Commencement Date, as applicable (each, a "Representation Date"), that (i) the Fund has made all the filings with the United States Securities and Exchange Commission (the "Commission") that are required to be made under the 1940 Act and the 1940 Act Regulations (collectively, the "1940 Act Documents"), (ii) each 1940 Act Document complies in all material respects with the requirements of the 1940 Act and the 1940 Act Regulations, and each 1940 Act Document did not at the time ...
conversations.from: assistant
conversations.value: The completion of this text could be: of filing with the Commission include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) the applicable Remarketing Materials, as amended or supplemented, including by any subsequently filed 1940 Act Document on or prior to such Representation Date (or, if applicable, by any document filed pursuant to the 1933 Act and the 1933 Act Regulations), as provided by the Fund, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Fund makes no representations or warranties with respect to information provided by the Remarketing Agent specifically for use in the Remarketing Materials.
conversations.from: human
conversations.value: More of this please:
  (c) The financial statements included or incorporated by reference in the 1940 Act Documents, together with the related notes and schedules, present fairly the financial position of the Fund as of the dates indicated and the results of operations, cash flows and changes in shareholders' equity of the Fund for the periods specified and have been prepared in compliance with the requirements of the 1940 Act and the 1940 Act Regulations and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved; the other financial and statistical data contained or incorporated by reference in the 1940 Act Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Fund. (d) The Fund agrees (i) to deliver to the Remarketing Agent, within fifteen (15) calendar days following the last day of each calendar month beginning with (●), a report of 6 portfolio holdings of the Fund as of the close of business as of the last Business Day of such calendar month, listing portfolio holdings of the Fund by CUSIP and principal amount, and (ii) that, on or after such fifteenth calendar day (or earlier, with the Fund's prior approval) the Remarketing Agent may provide such report ...
conversations.from: assistant
conversations.value: The completion of this text could be: and/or the information therein to investors in the VRRM- MFP Shares, upon the investor's request. Section 4. Fees and Expenses. For the performance of its services as Remarketing Agent hereunder, the Fund shall pay to the Remarketing Agent in arrears on the first day of each calendar month (or, if such day is not a Business Day, on the next succeeding Business Day) a monthly fee for each MFP Share Outstanding on the first calendar day of the preceding calendar month (or the date hereof in the case of the first such payment), in an amount, rounded upward to the nearest dollar, equal to (a) the product of (i) the rate of compensation as then in effect, as shall be agreed upon from time to time in writing by the Fund and the Remarketing Agent, times $(●) multiplied by (ii) the actual number of days from and including such first calendar day of the preceding calendar month (or the date hereof in the case of the first such payment) to and including the last calendar day of such preceding calendar month or, if applicable, the date of termination of this Agreement, if earlier, or the date of any prior redemption or liquidation for such share (as the case may be), divided by (b) 360.
conversations.from: human
conversations.value: Fill in the missing words: The obligation of the Fund to [words 1] shall survive the termination of this Agreement and remain [words 2] full force and effect until all such [words 3] full. Section 5. Resignation, Suspension and [words 4] Agent.
conversations.from: assistant
conversations.value: words 1: make the payments required by this Section 
  words 2: in 
  words 3: payments shall have been made in 
  words 4: Removal of the Remarketing
conversations.from: human
conversations.value: More of this please:
  (a) The Remarketing Agent may resign and be discharged from its duties and obligations hereunder with respect to the VRRM-MFP Shares by giving 90 days' prior written notice to the Fund and the Calculation and Paying Agent. (b) The Fund may remove the Remarketing Agent with respect to the VRRM-MFP Shares by giving at least 60 days' prior written notice to the Remarketing Agent (and will provide prior notice also to the Calculation and Paying Agent, if any); provided, however, that no such removal shall become effective for an additional 30 days unless the Fund shall have appointed at least one nationally recognized securities dealer with expertise in remarketing variable rate securities as a successor Remarketing Agent for the VRRM-MFP Shares and the successor Remarketing Agent shall have ...
conversations.from: assistant
conversations.value: The completion of this text could be: entered into a remarketing agreement with the Fund, in form and substance satisfactory to the Fund, in which it shall have agreed to, among other duties, conduct remarketings in respect of VRRM-MFP Shares and determine the Dividend Rate on each Business Day for the VRRM-MFP Shares in accordance with the terms and conditions of the Supplement. In each of the occurrences described in clause (a) or (b), the Fund shall use its best efforts to appoint a successor Remarketing Agent for such VRRM-MFP Shares and enter into a remarketing agreement with such Person as soon as reasonably practicable. Section 6.
conversations.from: human
conversations.value: Fill in the missing spans: Dealing in the VRRM-MFP Shares. The Remarketing Agent in its sole discretion may purchase for its own account [spans 1] purchase any VRRM-MFP Shares that would otherwise [spans 2] remarketing. None of the Fund, the Calculation [spans 3] funds to make payment to a Beneficial Owner or its Agent Member or a Holder upon such Beneficial [spans 4] the Fund, the Calculation and Paying Agent or the Remarketing Agent, as applicable. The Remarketing Agent may [spans 5] hereunder. The Remarketing Agent, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Fund as freely as if it did not act in any capacity hereunder. Section 7. Information.
conversations.from: assistant
conversations.value: spans 1: VRRM-MFP Shares in a remarketing; however, subject to the last two sentences in Section 2(c) above, the Remarketing Agent shall not be obligated to 
  spans 2: remain unsold in a 7 
  spans 3: and Paying Agent nor the Remarketing Agent (subject to the last sentence in Section 2(c) above) shall be obligated in any case to provide 
  spans 4: Owner's or Holder's tender of its VRRM-MFP Shares in a remarketing unless, in each case, such VRRM-MFP Shares were acquired for the account of 
  spans 5: exercise any vote or join in any action which any Holder of VRRM-MFP Shares may be entitled to exercise or take pursuant to the Statement with like effect as if it did not act in any capacity
conversations.from: human
conversations.value: Fill in the missing spans: (a) The Fund agrees to furnish [spans 1] each report or other document mailed [spans 2] soon as the Fund shall become aware of such purchase; (iv) notice [spans 3] any change of an NRSRO rating the [spans 4] (b)(ii) of Section 8 hereof (with the occurrence of any of the events described in clause [spans 5] the Remarketing Agent may reasonably request [spans 6] Fund. The Fund agrees to provide the Remarketing Agent with [spans 7] Transition Remarketing, as the case may be, of VRRM-MFP Shares and consents [spans 8] purpose. (b) If at any time during the term of this [spans 9] a material fact contained in any of the reports, documents, materials and information referred to [spans 10] by the Fund, the Fund shall [spans 11] cause to be prepared and delivered to the Remarketing Agent, at the Fund's [spans 12].
conversations.from: assistant
conversations.value: spans 1: to the Remarketing Agent: (i) copies of the Registration Statement, the Prospectus, the Statement, the Supplement and its bylaws and any amendment thereto and 
  spans 2: or made available to Holders (including annual reports to shareholders) or filed by the Fund with the Commission (including any documents incorporated therein by reference) as the Remarketing Agent may reasonably request from time to time; (ii) notice of the creation of any subsidiary by the Fund; (iii) notice of the purchase of VRRM-MFP Shares by a subsidiary or affiliate of the Fund as 
  spans 3: of any change (including being put on Credit Watch or Watchlist), suspension or termination in or of the ratings on the VRRM-MFP Shares by any NRSRO then rating the VRRM-MFP Shares or 
  spans 4: VRRM-MFP Shares as promptly as practicable upon the occurrence thereof or the occurrence of any of the events set forth in clause (b)(i) or 
  spans 5: (b)(ii) to be determined without regard to the opinion of the Remarketing Agent referred to therein); and (v) in connection with a remarketing, a Remarketing Memorandum, and such other remarketing information, as 
  spans 6: from time to time, including but not limited to the financial condition of the 
  spans 7: as many copies of the foregoing materials and information as the Remarketing Agent may reasonably request for use in connection with a remarketing or 
  spans 8: to the use thereof for such 
  spans 9: Agreement any event or condition known to the Fund relating to or affecting the Fund or the VRRM-MFP Shares shall occur which might affect the accuracy or completeness of any statement of 
  spans 10: in clause (a)(v) above or any document incorporated therein by reference (collectively, the "Remarketing Materials") or any other materials or information made publicly available 
  spans 11: promptly notify the Remarketing Agent in writing of the circumstances and details of such event or condition and the Fund shall promptly prepare or 
  spans 12: expense, a supplement or amendment to the Remarketing Materials describing the circumstances and details of such event or condition
conversations.from: human
conversations.value: Fill in the missing spans: 8 Section 8. Conditions to Obligations of the Remarketing Agent. The obligations of the Remarketing Agent with respect to VRRM-MFP Shares under [spans 1] of its obligations and agreements as set forth [spans 2] Shares shall have been redeemed by the Fund; (ii) without the [spans 3] Declaration, the by-laws of the Fund, or the [spans 4] reasonable opinion of the Remarketing Agent materially changes the nature of the VRRM- [spans 5] a court of the United States shall be rendered, or a stop order, ruling, regulation [spans 6] the effect that the offering or sale of the VRRM-MFP Shares is or would be in [spans 7] or effect of otherwise prohibiting the offering or sale of the VRRM-MFP Shares, as contemplated [spans 8] rule or regulation shall be enacted [spans 9] competent jurisdiction within the United States or the State of New York shall be rendered, which, in the Remarketing Agent's reasonable opinion, materially [spans 10] be instituted and be outstanding, to restrain [spans 11] or this Agreement, or the existence or powers of the [spans 12] clearance services or a force majeure event shall have occurred which in the reasonable [spans 13] is not advisable, in the reasonable judgment of the Remarketing Agent, [spans 14] shall promptly notify the Fund. In the event [spans 15] 10(b). Section 9.
conversations.from: assistant
conversations.value: spans 1: this Agreement have been undertaken in reliance on, and shall be subject to: (a) the due performance in all material respects by the Fund 
  spans 2: in this Agreement (including Sections 3(c) and 7(b) hereof); and (b) the non-occurrence of any of the following events: (i) all of the VRRM-MFP 
  spans 3: prior written consent of the Remarketing Agent, the Supplement, the Statement, the 
  spans 4: Tender and Paying Agent Agreement shall either not be in full force and effect or have been amended in any manner that in the 
  spans 5: MFP Shares or the remarketing procedures; (iii) legislation, or a decision by 
  spans 6: or official statement by, or on behalf of, the Commission or other governmental agency having jurisdiction of the subject matter shall be made, to 
  spans 7: violation of any provision of the 1933 Act as then in effect, or the 1934 Act as then in effect, or with the purpose 
  spans 8: hereby, without registration under the 1933 Act; (iv) any legislation, resolution, ordinance, 
  spans 9: by, any governmental body, department or agency of the United States or the State of New York, or a decision by any court of 
  spans 10: adversely affects the marketability of the VRRM-MFP Shares; (v) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange, which, in the Remarketing Agent's reasonable opinion, would cause the performance of the Remarketing Agent's obligations hereunder to violate applicable law; (vi) any litigation shall 
  spans 11: or enjoin the sale or remarketing of the VRRM-MFP Shares or in any way protesting or affecting any authority of the Fund with respect to the validity of the VRRM- MFP Shares 
  spans 12: Fund to perform its obligations hereunder; (vii) a general banking moratorium has been declared by federal or New York authorities having jurisdiction, a material disruption in commercial banking or securities settlement or 
  spans 13: opinion of the Remarketing Agent materially adversely affects the settlement or clearance of the VRRM-MFP Shares; or (viii) a material misstatement or omission in the Remarketing Materials has occurred, so that it 
  spans 14: to attempt to remarket the VRRM-MFP Shares, provided that the Remarketing Agent, upon identifying any such material misstatement or omission in the Remarketing Materials, 
  spans 15: of the failure of any such conditions with respect to the VRMM-MFP Shares, the Remarketing Agent may terminate its obligations under this Agreement with respect to the VRMM-MFP Shares as provided in Section
conversations.from: human
conversations.value: More of this please:
  Indemnification. (a) The Fund and the Investment Adviser, jointly and severally, agree to indemnify and hold harmless the Remarketing Agent and its respective officers, directors, employees and control persons within the meaning of the 1934 Act (collectively, the "Indemnified Persons" 9 and individually, an "Indemnified Person") from and against any losses, claims, damages or liabilities to which any Indemnified Person may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of ...
conversations.from: assistant
conversations.value: The completion of this text could be: a material fact contained in any of the Remarketing Materials or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading (except with respect to information provided by the Remarketing Agent specifically for use therein), or arise out of, or are based upon, any violation by the Fund or the Investment Adviser of, or any failure by the Fund or the Investment Adviser to perform, any of its obligations under, this Agreement.
conversations.from: human
conversations.value: Fill in the missing spans: The Fund and the Investment Adviser agree to promptly reimburse each Indemnified Person for any [spans 1] that neither the Fund nor the [spans 2] use by the Remarketing Agent of any information that is not contained in the Remarketing Materials (in the form provided for use in connection with the remarketing). [spans 3] have to any Indemnified Person and shall extend upon the same terms and conditions to each Person, if [spans 4] Act. (b) The Fund agrees to indemnify and hold harmless the Indemnified Persons [spans 5] fines, suits, actions, demands, costs, out-of-pocket expenses, and reasonable legal fees and expenses (collectively, "Losses"), that may be [spans 6] any instruction or other direction upon which the Remarketing Agent is authorized to rely [spans 7] of law or violations of the terms and conditions of this Agreement. For [spans 8] be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect [spans 9] failure by the Fund to provide to the Remarketing Agent such Remarketing [spans 10] Remarketing Materials during the course of a Remarketing could be [spans 11] Person. The indemnity agreement in this paragraph shall be in addition to any liability or obligation which the Fund may otherwise have to any Indemnified [spans 12].
conversations.from: assistant
conversations.value: spans 1: legal or other expenses reasonably incurred by such Indemnified Person in investigating, defending or preparing to defend any such action or claim; provided, however, 
  spans 2: Investment Adviser shall be liable in any such case to the extent that any such loss, claim, damage or liability arises out of the 
  spans 3: The indemnity agreement in this paragraph shall be in addition to any liability or obligation which the Fund or the Investment Adviser may otherwise 
  spans 4: any, who controls any Indemnified Person within the meaning of the 1934 
  spans 5: from and against every loss, liability or expense, including without limitation, damages, 
  spans 6: imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of its (1) execution and delivery of this Agreement, (2) compliance or attempted compliance with or reliance upon 
  spans 7: pursuant to the terms of this Agreement and (3) performance under this Agreement, except to the extent that the Loss resulted from such Indemnified Person's gross negligence, willful misconduct, bad faith, violations 
  spans 8: the avoidance of doubt, the Fund agrees to indemnify and hold harmless the Indemnified Persons from and against any and all Losses that may 
  spans 9: of the failure of the Remarketing Agent to deliver Remarketing Materials during the course of a remarketing, if such failure is due to the 
  spans 10: Materials for delivery (regardless of whether the Remarketing Agent has requested such Remarketing Materials), notwithstanding that such failure by the Remarketing Agent to deliver 
  spans 11: deemed a violation of law by an Indemnified 
  spans 12: Person
conversations.from: human
conversations.value: Fill in the missing words: (c) Each Indemnified Person shall give notice as [words 1] each of the Fund and the Investment Adviser (collectively, the "Indemnifying Persons" and individually, an "Indemnifying Person") of any action commenced against it in [words 2] sought hereunder, but failure to so notify the Indemnifying Persons 10 [words 3] Indemnifying Person from any liability which it [words 4] of this indemnity agreement. No settlement or compromise of any such action shall be made [words 5] the Indemnifying Persons, which consent shall not [words 6] unreasonably withheld.
conversations.from: assistant
conversations.value: words 1: promptly as reasonably practicable to 
  words 2: respect of which indemnity may be 
  words 3: shall not relieve any 
  words 4: may have otherwise than on account 
  words 5: without the consent of 
  words 6: be
conversations.from: human
conversations.value: Fill in the missing words: (d) In case any such action ... any Indemnified Person, and it notifies each ... seeks indemnification of the commencement thereof, such Indemnifying Person (which may ... Investment Adviser, in the case of ... either) will be entitled to participate in, ... the extent that it may wish, ... Person, similarly notified, to assume the ... so long as its interests are not ... those of the Indemnified Person, with counsel reasonably satisfactory to ... from each Indemnifying Person to such Indemnified Person ... assume the defense thereof, the Indemnifying Person will ... this Section 9 for any legal or other expenses subsequently incurred ... in connection with the defense thereof other than reasonable costs ... investigation. Upon assumption by any Indemnifying ... any such action or proceeding, the ... shall have the right to participate in such action or proceeding and to retain its own counsel but ... be liable for any legal expenses of other ... such Indemnified Person in connection with the ... the Indemnifying Person has agreed to ... expenses, (ii) the Indemnifying Person shall have ... satisfactory to the Indemnified Person in ... shall have been advised by counsel that there are actual or potential conflicting ... Persons and the Indemnified Person, including ... one or more legal defenses available to the Indemnified Person that are ... from or additional to those available to ... of the Fund and the Investment Adviser. ... elects not to assume the defense ... it will reimburse the Indemnified Persons ... fees and expenses of any counsel retained ... them.
conversations.from: assistant
conversations.value: words 1: is brought against 
  words 2: Indemnifying Person from which it 
  words 3: be the Fund and/or the 
  words 4: notification of 
  words 5: and, to 
  words 6: jointly with any other Indemnifying 
  words 7: defense thereof 
  words 8: adverse to 
  words 9: such Indemnified Person, and after notice 
  words 10: of its election to 
  words 11: not be liable to such Indemnified Person under 
  words 12: by such Indemnified Person 
  words 13: of 
  words 14: Person of the defense of 
  words 15: Indemnified Person 
  words 16: the Indemnifying Person shall not 
  words 17: counsel subsequently incurred by 
  words 18: defense thereof unless (i) 
  words 19: pay such fees and 
  words 20: failed to employ counsel reasonably 
  words 21: a timely manner, or (iii) the Indemnified Person 
  words 22: interests between the Indemnifying 
  words 23: situations in which there are 
  words 24: different 
  words 25: each 
  words 26: If the Indemnifying Person 
  words 27: of any such suit, 
  words 28: for the reasonable 
  words 29: by
conversations.from: human
conversations.value: Fill in the missing spans: In the event that the parties to any such action (including impleaded parties) include one or more Indemnifying Persons and [spans 1] have been advised by counsel reasonably satisfactory to each Indemnifying Person [spans 2] Indemnifying Persons, the Indemnifying Persons will reimburse the Indemnified Persons for the reasonable fees [spans 3] for all Indemnified Persons, which firm shall be designated by the Indemnified Persons, [spans 4] be). Each Indemnifying Person agrees promptly to notify [spans 5].
conversations.from: assistant
conversations.value: spans 1: one or more Indemnified Persons, and one or more Indemnified Persons shall 
  spans 2: that there may be one or more legal defenses available to any of the Indemnified Persons, which are different from, additional to, or in conflict with those available to any of the 
  spans 3: and expenses of any counsel retained by the Indemnified Persons (it being understood that the Indemnifying Persons shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (plus local counsel) 
  spans 4: the Remarketing Agent or each Indemnifying Person, as the case may 
  spans 5: each Indemnified Person of the commencement of any litigation or proceedings against it in connection with the remarketing of the VRRM-MFP Shares
conversations.from: human
conversations.value: Fill in the missing words: No Indemnifying Person shall consent to the terms of any [words 1] defended by any Indemnifying Person in [words 2] the prior consent of the Indemnified Person. [words 3] Section 9 for the amount of [words 4] settlement of any action 11 unless [words 5] compromise or settlement has been approved in writing by such [words 6] be unreasonably withheld.
conversations.from: assistant
conversations.value: words 1: compromise or settlement of any action 
  words 2: accordance with the foregoing without 
  words 3: No Indemnifying Person shall be liable under this 
  words 4: any compromise or 
  words 5: such 
  words 6: Indemnifying Person, which approval shall not
conversations.from: human
conversations.value: Fill in the missing spans: (e) If the indemnification provided for in subparagraph (a) of this Section 9 is unavailable, because of limitations imposed by securities laws or for any other [spans 1] therein, then the party that would have been an Indemnifying Person thereunder shall, in lieu of indemnifying such Indemnified Person, contribute to the amount [spans 2] for that portion represented by the percentage that the Remarketing Agent's fee (calculated for [spans 3] a one year period) and each of the Fund and the Investment Adviser is responsible for the balance; provided, however, that no person guilty of [spans 4] Act. The amount paid or payable [spans 5] legal or other expenses reasonably incurred by such Indemnified Person in [spans 6] be limited as provided in this subparagraph (e) above if the Indemnifying Person [spans 7] thereof). (f) The indemnity agreements contained in clauses (a), (b) and (c) of this Section [spans 8] Agreement and the remarketing of any VRRM-MFP Shares hereunder.
conversations.from: assistant
conversations.value: spans 1: reason, to a party that would otherwise have been an Indemnified Person under subparagraph (a) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to 
  spans 2: paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion so that the Remarketing Agent is responsible 
  spans 3: a one year period) with respect to such remarketing bears to the aggregate liquidation preference of such VRRM-MFP Shares being remarketed but will not exceed the amount of such fee (calculated for 
  spans 4: fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 
  spans 5: by an Indemnified Person as a result of the losses, claims, damages or liabilities (or actions in respect thereon referred to above in this subparagraph (e)) shall be deemed to include any 
  spans 6: connection with investigating or defending any such action or claims (which shall 
  spans 7: has assumed the defense of any such action in accordance with the provisions 
  spans 8: 9 shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Remarketing Agent, and shall survive the termination or cancellation of this
conversations.from: human
conversations.value: More of this please:
  Section 10. Termination ...
conversations.from: assistant
conversations.value: The completion of this text could be: of Remarketing Agreement.
conversations.from: human
conversations.value: More of this please:
  (a) This Agreement shall terminate as to the Remarketing Agent and its obligations hereunder with respect to VRRM-MFP Shares upon the earliest to occur of (a) the effective date of the resignation or removal of such Remarketing Agent pursuant to Section 5(a) and Section 5(b), respectively, (b) the completion of a successful Transition Remarketing on a New Mode Commencement Date in connection with transition to a new Mode, or (c) the date on which no VRRM-MFP Shares are Outstanding. (b) In addition, the Remarketing Agent may terminate this Agreement and all of its obligations hereunder with respect to the VRRM-MFP Shares, by notifying the Fund and the Calculation and Paying Agent of its election to do so, if any of the conditions referred to or set forth in ...
conversations.from: assistant
conversations.value: The completion of this text could be: Section 8 hereof with respect to the VRRM-MFP Shares have not been met or satisfied in full and such failure shall have continued for a period of 30 days after the Remarketing Agent has given notice thereof to the Fund specifying the condition which has not been met and requiring it to be met; provided, however, that termination of this Agreement with respect to the VRRM-MFP Shares by the Remarketing Agent after giving the required notices with respect to the VRRM- MFP Shares shall be immediate in the event of the occurrence and continuation of 12 any event set forth in Section 8(b)(i), (ii), (iii) or (iv) hereof with respect to the VRRM-MFP Shares, or in the event the Remarketing Agent determines, in its sole discretion, that it...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: shall not have received all of the information, whether or not specifically referenced herein, necessary to fulfill its obligations under this Agreement with respect to the VRRM-MFP Shares. Section 11.
conversations.from: human
conversations.value: Fill in the missing words: Remarketing Agent's Performance; Duty of Care. (a) The duties ... shall be determined solely by the express provisions of ... Supplement. No implied covenants or obligations shall be read into this Agreement, or the Supplement.
conversations.from: assistant
conversations.value: words 1: and obligations of the Remarketing Agent 
  words 2: this Agreement and the
conversations.from: human
conversations.value: More of this please:
  In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement and the Statement, as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication ...
conversations.from: assistant
conversations.value: The completion of this text could be: reasonably believed by it to have been signed, presented or made by the proper party or parties.
conversations.from: human
conversations.value: Fill in the missing spans: The Remarketing Agent shall incur no liability [spans 1] or willful misconduct on its part. [spans 2] arising out or caused by the failure of any other party [spans 3] in connection with performance by the Remarketing Agent of the relevant obligation. Section 12. Amendment, Supplement or [spans 4] Agreements. Without the prior written consent of the Remarketing Agent, the Fund will not agree or consent to any amendment, supplement or modification of the Tender and Paying Agent Agreement, [spans 5] the Remarketing Agent, in the Remarketing Agent's sole discretion; provided, that, for purposes of this [spans 6] materially adversely affect the interests of the Remarketing Agent. [spans 7].
conversations.from: assistant
conversations.value: spans 1: to the Fund, the Investment Adviser, the Calculation and Paying Agent or to any Beneficial Owner (or its Agent Member) or any Holder of the VRRM-MFP Shares in its individual capacity or as Remarketing Agent for any action or failure to act, in connection with its duties under this Agreement and the Supplement or otherwise, except as a result of bad faith, gross negligence 
  spans 2: (b) The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement 
  spans 3: (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document 
  spans 4: Modification of 
  spans 5: this Agreement or the Supplement, nor waive any provision thereof, if such amendment, supplement, modification or waiver would materially adversely affect the interests of 
  spans 6: Section 12, any changes or amendments to the rating agency criteria provided in the Supplement for the VRRM-MFP Shares shall not be deemed to 
  spans 7: Section 13
conversations.from: human
conversations.value: More of this please:
  Books and Records. The Remarketing Agent shall keep such books and records with respect to the performance of its duties hereunder as shall be consistent with prudent ...
conversations.from: assistant
conversations.value: The completion of this text could be: industry practice and shall, to the extent permitted by law, make such books and records available for inspection by the Fund on reasonable notice during normal business hours.
conversations.from: human
conversations.value: More of this please:
  Any costs and expenses associated with such inspections shall be for the account of the party requesting such inspection. Section 14. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, except Section 25 below, which shall be construed in accordance with and governed by the laws of the Commonwealth ...
conversations.from: assistant
conversations.value: The completion of this text could be: of Massachusetts, 13 in each case without regard to conflict of laws principles that would require the application of the laws of another jurisdiction. THE PARTIES HERETO HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY.
conversations.from: human
conversations.value: More of this please:
  Section 15. Waiver ...
conversations.from: assistant
conversations.value: The completion of this text could be: of Jury Trial.
conversations.from: human
conversations.value: Fill in the missing spans: The Fund, the Investment Adviser and the Remarketing Agent hereby waive trial ... of or in any way connected ... Agreement. Section 16. Certain Provisions to Survive Termination of Agreement.
conversations.from: assistant
conversations.value: spans 1: by jury in any action, proceeding or counterclaim brought by any of the parties hereto against the other on any matters whatsoever arising out 
  spans 2: with this
conversations.from: human
conversations.value: More of this please:
  Regardless of any termination of this Agreement pursuant to Section 10 hereof, the obligations of the Fund and the Investment Adviser pursuant to Sections 3, 4 and 9 hereof and of the Remarketing Agent pursuant to Section 9 hereof shall remain operative and in full force and effect until fully satisfied. Section 17. Successors and Assigns. The rights and obligations of the Fund and ...
conversations.from: assistant
conversations.value: The completion of this text could be: the Investment Adviser hereunder may not be assigned or delegated to any other person without the prior written consent of the Remarketing Agent.
conversations.from: human
conversations.value: More of this please:
  The rights and obligations of the Remarketing Agent hereunder may not be assigned or delegated to any other person without the prior written consent of the Fund. This Agreement shall inure to the benefit of and be binding upon the Fund, the Investment Adviser and the Remarketing Agent and their respective permitted successors and assigns, and, subject to Section 23, will not confer any benefit upon any ...
conversations.from: assistant
conversations.value: The completion of this text could be: other person, partnership, association or corporation other than persons, if any, controlling any Remarketing Agent within the meaning of Section 15 of the 1933 Act, or Section 20 of the 1934 Act, or any Indemnified Person to the extent provided in Section 9 hereof. As used in this Section 17, the terms "successors" and "assigns" shall not include any purchaser of VRRM-MFP Shares merely because of such purchase.
conversations.from: human
conversations.value: Fill in the missing words: Section 18. Headings. The section headings [words 1] convenience of reference only, and it is [words 2] not a part of this Agreement and will [words 3] the interpretation of any provisions of this Agreement. [words 4] 19. Severability.
conversations.from: assistant
conversations.value: words 1: herein are for 
  words 2: agreed that such section headings are 
  words 3: not be used in 
  words 4: Section
conversations.from: human
conversations.value: Fill in the missing words: If any provision of this Agreement shall be held or deemed to be [words 1] invalid, inoperative or unenforceable as applied in [words 2] in any or all jurisdiction or jurisdictions, because it conflicts with any provision of any constitution, statute, rule of public policy, or for any other reason, such circumstances [words 3] rendering the provision in question invalid, inoperative or unenforceable in any [words 4] jurisdiction, or of rendering any other provision or [words 5] or unenforceable to any extent whatsoever. Section 20. Counterparts.
conversations.from: assistant
conversations.value: words 1: or shall, in fact, be 
  words 2: any particular case 
  words 3: shall not have the effect of 
  words 4: other case, circumstance or 
  words 5: provisions of this Agreement invalid, inoperative
conversations.from: human
conversations.value: Fill in the missing spans: This Agreement may be executed in several counterparts, each of which shall [spans 1] and the same document.14 Section 21. Remarketing Agent [spans 2].
conversations.from: assistant
conversations.value: spans 1: be regarded as an original and all of which shall constitute one 
  spans 2: Not Acting as Underwriter
conversations.from: human
conversations.value: Fill in the missing words: It is understood and agreed by the [words 1] that the only obligations of the Remarketing [words 2] in Sections 2, 3, 9 and 13 hereof. [words 3] properly-Tendered VRRM-MFP Shares, the Remarketing Agent [words 4] and on behalf of each owner of the [words 5] tendered. The Remarketing Agent shall not act as [words 6] the Tendered VRRM- MFP Shares and [words 7] obligated to advance its own funds [words 8] as provided in Section 2(c) or [words 9] individual capacity as purchaser of those VRRM-MFP [words 10] accordance with Section 6 hereof, to [words 11] or to otherwise expend or risk [words 12] or become exposed to financial liability in [words 13] of its duties hereunder. Section 22. [words 14].
conversations.from: assistant
conversations.value: words 1: parties hereto 
  words 2: Agent hereunder are as set forth 
  words 3: When engaged in remarketing any 
  words 4: shall act only as agent for 
  words 5: VRRM-MFP Shares so 
  words 6: an underwriter for 
  words 7: shall in no way be 
  words 8: to purchase any Tendered VRRM-MFP Shares (except 
  words 9: to the extent that in its 
  words 10: Shares it may elect, in 
  words 11: purchase, in its sole discretion) 
  words 12: its own funds or incur 
  words 13: the performance 
  words 14: Amendment
conversations.from: human
conversations.value: Fill in the missing spans: This Agreement may be amended by any instrument in writing signed by all of the parties hereto so long as this Agreement as amended is not inconsistent with the Supplement in effect as of the date of any such amendment. The parties acknowledge that amendments to this Agreement (including with respect to Section 2(c)) are subject to prior notice requirements as set forth in the Tender ... Agreement. Section 23. Benefits. Nothing herein, express of implied, ... and their respective permitted successors and assigns, ... hereunder. Without limiting the generality of the foregoing, no Holder or Beneficial Owner (or their Agent ... in respect of, any provision of this Agreement, and any and all rights of holders of ... from time to time. Section 24. Notices and Wire Instructions. Unless otherwise specified, any notices, requests, ... mail, or when delivered, if given by prepaid courier service, ... Agent, to (●), (●), Attention: (●), Telephone: (●), Fax: (●), Email: (●); and if to the Calculation and Paying Agent, to (●), (●), Attention: (●), Telephone: ... writing. The Purchase Price of remarketed VRRM-MFP ... the Calculation and Paying Agent in accordance with ... # (●) Ref: (●) Attn: (●) Tel: ... the following instructions: (●) ABA# (●) ... other party in writing; and, if to the Calculation and Paying Agent, ... (●). Section 25. Liability of Officers, Trustees and Shareholders. ...
conversations.from: assistant
conversations.value: spans 1: and Paying Agent 
  spans 2: shall give to any person, other than the Fund, the Remarketing Agent 
  spans 3: any benefit of any legal or equitable right, remedy or claim 
  spans 4: Member) of VRRM-MFP Shares shall have or be deemed to have any right in respect of, or shall in any event be entitled to enforce or to seek recourse against any person 
  spans 5: VRRM-MFP Shares or obligations of the Fund in respect thereof arise only under and as governed solely by the Declaration, the Supplement and by-laws of the Fund as they are in effect 
  spans 6: consents or other communications given or made hereunder or pursuant hereto shall be made in writing and shall be deemed to have been validly given or made upon receipt, if given by 
  spans 7: in each case addressed as follows: if to the Fund or the Investment Adviser, to either of them at 333 West Wacker Drive, Chicago, Illinois 60606, Attention: (●); if to the Remarketing 
  spans 8: (●), Fax: (●), Email: (●); or to such other address as any of the foregoing persons shall specify to the parties hereto in 
  spans 9: Shares, if paid through the Calculation and Paying Agent, shall be paid by the Remarketing Agent in immediately available funds by wire transfer to 
  spans 10: the following instructions: (●) ABA# (●) 15 For Further Credit to Account 
  spans 11: (●) The remarketing fee shall be paid by the Fund in immediately available funds by wire transfer to the Remarketing Agent in accordance with 
  spans 12: For Further Credit to Account # (●) Ref: (●) Attn: (●) Tel: (●) Email transmissions shall be deemed to have been validly given or made when sent to the following email addresses; if to the Fund or the Investment Adviser, to (●) and (●); if to the Remarketing Agent, to (●); or to such other address as any such parties shall specify to the 
  spans 13: to 
  spans 14: A copy of the Declaration is on file with the Secretary of the Commonwealth of Massachusetts
conversations.from: human
conversations.value: More of this please:
  This Agreement has been executed on behalf of the Fund by an officer of the Fund in such capacity and not individually and the obligations of the Fund under this Agreement are ...
conversations.from: assistant
conversations.value: The completion of this text could be: not binding upon such officer, any of the trustees or the shareholders individually but are binding only upon the assets and property of the Fund. Section 26. Nonpetition Covenant.
conversations.from: human
conversations.value: Fill in the missing words: Notwithstanding any prior termination of this Agreement, (●), solely in its capacity as Remarketing Agent, hereby [words 1] and agrees that it shall not, prior to the date which is one year and one day after the redemption and the payment in full of the VRRM-MFP Shares and all accumulated dividends, petition or otherwise invoke [words 2] government authority for the purpose of [words 3] the Fund under any federal or state bankruptcy, insolvency [words 4] or appointing a receiver, liquidator, assignee, trustee, custodian, [words 5] of the Fund or any substantial part of the property of the [words 6] this provision shall preclude, or be deemed to stop, the Remarketing Agent [words 7] to the expiration of the aforementioned [words 8] day period in (x) any case or proceeding voluntarily filed or commenced [words 9] filed or commenced against the Fund [words 10] or (z) with respect to its rights or preferences [words 11] Owner or Holder of VRRM-MFP Shares. (Signature Page Follows) [words 12] of the parties hereto has caused this Agreement to be executed in its name and on its [words 13] authorized officers as of the date first above written. NUVEEN AMT-FREE [words 14] Name: Title: NUVEEN FUND ADVISORS, LLC By Name: Title: (NAME) By [words 15] Agreement (NVG Series (●) MFP) NUVEEN AMT-FREE QUALITY MUNICIPAL INCOME FUND (NVG) (THE "FUND") [words 16] THE VARIABLE RATE REMARKETED MODE ("VRRM-MFP SHARES") TENDER [words 17] substance of this notice must be given by the Beneficial Owner [words 18] (●), as Remarketing Agent (the "Remarketing Agent"), [words 19] the Remarketing Agreement, dated as of (●), between Nuveen AMT-Free Municipal Credit Income [words 20] and the Remarketing Agent, in the manner provided in [words 21] Electronic Means prior to 5:00 p.m. , New York City time, on any [words 22].
conversations.from: assistant
conversations.value: words 1: covenants 
  words 2: the process of any court or 
  words 3: commencing a case against, 
  words 4: or similar law 
  words 5: sequestrator or other similar official 
  words 6: Fund; provided, however, that nothing in 
  words 7: from taking any action prior 
  words 8: one year and one 
  words 9: by the Fund, (y) any involuntary insolvency proceeding 
  words 10: by a Person other than the Remarketing Agent, 
  words 11: as a Beneficial 
  words 12: 16 IN WITNESS WHEREOF, each 
  words 13: behalf by one of its duly 
  words 14: MUNICIPAL CREDIT INCOME FUND By 
  words 15: Name: Title: Signature Page to Remarketing 
  words 16: SERIES (●) MUNIFUND PREFERRED SHARES IN 
  words 17: NOTICE Note: The 
  words 18: or its Agent Member to 
  words 19: appointed under 
  words 20: Fund, Nuveen Fund Advisors, LLC 
  words 21: Schedule 1 hereto by 
  words 22: Business Day
conversations.from: human
conversations.value: More of this please:
  Any Tender Notice delivered at ...
conversations.from: assistant
conversations.value: The completion of this text could be: or after 5:00 p. m.
conversations.from: human
conversations.value: Fill in the missing spans: New York City time, shall be [spans 1] shall be postponed accordingly by one [spans 2] Day. The determination of the Remarketing Agent [spans 3] Member. TO: (●), as Remarketing Agent 1. [spans 4] modified with respect to the Variable Rate [spans 5] Initially Designating the Variable Rate Remarketed Mode [spans 6] Owner) (Agent Member of the Beneficial Owner) of the following VRRM-MFP Shares: VRRM-MFP Shares Series CUSIP [spans 7] the referenced VRRM-MFP Shares to tender such VRRM-MFP Shares for remarketing of [spans 8] shares. Remarketing Agent, or if such seventh calendar day is not a Business [spans 9] Date"). The name and DTC Participant No.
conversations.from: assistant
conversations.value: spans 1: deemed to have been received by the Remarketing Agent on the next succeeding Business Day and the Purchase Date specified in this Tender Notice 
  spans 2: Business 
  spans 3: as to whether a Tender Notice has been properly delivered shall be conclusive and binding upon the Beneficial Owner and its Agent 
  spans 4: In accordance with the Fund's Statement Establishing and Fixing the Rights and Preferences of Series (●) MuniFund Preferred Shares effective (●) (the "Statement"), as 
  spans 5: Remarketed Mode (the Initial Mode) by the Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series (●) MuniFund Preferred Shares 
  spans 6: for the Series (●) MuniFund Preferred Shares effective (●), as amended, revised or supplemented from time to time (the "Supplement"); the undersigned, (●), (Beneficial 
  spans 7: Number Number of VRRM-MFP Shares tendered for remarketing (the "Designated Amount")1 (●) (●) hereby notifies you of the election by the Beneficial Owner of 
  spans 8: the Designated Amount on the seventh calendar day following the date on which this Tender Notice is delivered to the 1 VRRM-MFP Shares may be tendered only in whole 
  spans 9: Day, the next succeeding Business Day (the "Purchase
conversations.from: human
conversations.value: Fill in the missing words: of the Agent Member tendering on behalf [words 1] is: Name of Agent Member: DTC Participant No. of Agent Member: Name of [words 2] account number: The person to contact [words 3] Owner or its Agent Member and the related contact information [words 4] Email address: The Beneficial Owner or its Agent Member [words 5] or Persons to whom or to [words 6] the Purchase Price of the tendered VRRM-MFP Shares [words 7] the same as identified above.2. The undersigned acknowledges the [words 8] Beneficial Owner to deliver the VRRM-MFP Shares that [words 9] of this Tender Notice on or before 11:00 a.m. , [words 10] time on the Purchase Date, and, in accordance [words 11] the undersigned hereby undertakes to deliver or [words 12] delivered the VRRM-MFP Shares being sold (directly) [words 13] Agent Member) to the Remarketing Agent, [words 14] delivery" procedures of the Securities Depository, [words 15] 11:00 a.m. , New York City [words 16].
conversations.from: assistant
conversations.value: words 1: of the Beneficial Owner 
  words 2: Beneficial Owner: Beneficial Owner's 
  words 3: at the Beneficial 
  words 4: are as follows: Name: Telephone No: 
  words 5: acknowledges and agrees that the Person 
  words 6: whose order 
  words 7: is to be paid is/are 
  words 8: obligation of the tendering 
  words 9: are the subject 
  words 10: New York City 
  words 11: with such obligation, 
  words 12: to cause to be 
  words 13: or (through an 
  words 14: through the "funds against 
  words 15: no later than 
  words 16: time, on the Purchase Date
conversations.from: human
conversations.value: Fill in the missing spans: The undersigned hereby also assigns and transfers and directs the Securities Depository or its ... otherwise according to the Securities Depository's procedures, in exchange for the payment of the Purchase Price thereof on the Purchase ...
conversations.from: assistant
conversations.value: spans 1: nominee or the Remarketing Agent to transfer the tendered VRRM-MFP Shares to the purchaser in accordance with the procedures described in the Supplement, and 
  spans 2: Date.3
conversations.from: human
conversations.value: Fill in the missing words: The undersigned confirms its agreement that it [words 1] of the VRRM-MFP Shares tendered pursuant to this Tender Notice the [words 2] the Fund any dividends declared and unpaid for each day prior to the purchaser becoming the Beneficial Owner of the VRRM-MFP Shares [words 3] the Purchase Price for such VRRM-MFP Share by the purchaser.4.
conversations.from: assistant
conversations.value: words 1: hereby transfers to the purchaser 
  words 2: right to receive from 
  words 3: in exchange for payment of
conversations.from: human
conversations.value: More of this please:
  The undersigned hereby represents and warrants for the benefit of the Remarketing Agent, the Fund and the Calculation and Paying Agent, that the undersigned has full power and authority to tender, exchange, assign and transfer the VRRM-MFP ...
conversations.from: assistant
conversations.value: The completion of this text could be: Shares to be tendered hereby, and that the transferee will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are tendered.
conversations.from: human
conversations.value: What would be a contract section that comes before this one:
  5. The undersigned acknowledges that this Tender Notice is irrevocable and effective upon the receipt by the Remarketing Agent.
conversations.from: assistant
conversations.value: 4. The undersigned hereby represents and warrants for the benefit of the Remarketing Agent, the Fund and the Calculation and Paying Agent, that the undersigned has full power and authority to tender, exchange, assign and transfer the VRRM-MFP Shares to be
  tendered hereby, and that the transferee will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are tendered.
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: 6. Terms used herein and not otherwise defined will have the meanings given to such terms in the Supplement. Dated: [Complete applicable signature block below.] Print name of Beneficial Owner
  By: Name: Title: [OR] Print name of Agent Member
  By: Name: Title:
  SCHEDULE 1
  TENDER NOTICE DELIVERY INFORMATION FOR THE REMARKETING AGENT
  This Tender Notice must be delivered by the Beneficial Owner or its Agent Member to [●] (the "Remarketing Agent") by email transmission at the email address listed below or such other email address as the Remarketing Agent shall designate (or, if email transmission shall be unavailable, by facsimile transmission to the fax number listed below or such other fax number as the Remarketing Agent will designate) at or prior to 5:00 p.m., New York City time, on any Business Day. If this Tender Notice is delivered after 5:00 p.m., New York City time, it will be deemed to have been received by the Remarketing Agent on the next succeeding Business Day, and the Purchase Date will be postponed accordingly by one Business Day:
  Attention: [●] [●]
  Phone: [●]
  Email: [●]
  This Tender Notice will not be deemed to be delivered unless and until the Remarketing Agent actually receives it by the above-described means.
conversations.from: human
conversations.value: Next lines please.
conversations.from: assistant
conversations.value: TO [BENEFICAL OWNERS] [HOLDERS] OF SERIES [●] MUNIFUND PREFERRED SHARES IN THE VARIABLE RATE REMARKETED MODE ("VRRM-MFP SHARES") OF NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND (NVG) (THE "FUND")
  REMARKETING NOTICE
  [Date] Re: Nuveen AMT-Free Municipal Credit Income Fund Series [●] MuniFund Preferred Shares (the "VRRM-MFP Shares")
  Pursuant to [Section 2(d)] [Section 2(e)] [Section 2(f)] of the Remarketing Agreement dated [●] (the "Remarketing Agreement"), by and among Nuveen AMT-Free Municipal Credit Income Fund, a closed-end investment company organized as a Massachusetts business trust, Nuveen Fund Advisors, LLC, a registered investment adviser and wholly-owned subsidiary of Nuveen Investments, Inc., and [●] (the "Remarketing Agent"), the undersigned Remarketing Agent hereby notifies you of the following information regarding the remarketing of the VRRM-MFP Shares as of the date hereof:
  1. Information regarding the VRRM-MFP Shares is as follows:
  VRRM-MFP Shares Series: A
  CUSIP number:
  2. Remarketing Results:
  Populate fields in the applicable section; delete inapplicable sections.
  [For Optional Tenders] (i) A purchaser or purchasers have been identified for the purchase of all of the Tendered VRRM-MFP Shares on the Purchase Date. (ii) Number of Tendered VRRM-MFP Shares sold, subject to settlement: . (iii) The Purchase Date will be: .
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: (iv) The Purchase Price per Tendered VRRM-MFP Share is: .
  [For Mandatory Tenders] (i) A purchaser or purchasers have been identified for the purchase of all of the VRRM- MFP Shares on the Remarketing Date. (ii) Number of VRRM-MFP Shares sold, subject to settlement: . (iii) The Remarketing Date will be: . (iv) The Regular Dividend Rate to be applicable to the VRRM-MFP Shares on the Remarketing Date will be: . (v) All VRRM-MFP Shares will be subject to mandatory tender for purchase on the Remarketing Date at a Purchase Price per VRRM-MFP Share of: .
  [For Transition to a New Mode] (i) A purchaser or purchasers have been identified for the purchase of all of the VRRM- MFP Shares on the New Mode Commencement Date. (ii) Number of VRRM-MFP Shares sold, subject to settlement: . (iii) The New Mode Commencement Date will be: . (iv) The Regular Dividend Rate to be applicable to the VRRM-MFP Shares on the New Mode Commencement Date will be: . (v) All VRRM-MFP Shares will be subject to mandatory tender for purchase on the New Mode Commencement Date at a Purchase Price per share of:
  3. Capitalized terms used herein will have the meanings given to them in or by reference to the Remarketing Agreement.
  [●] as Remarketing Agent
  By: Name: Title: Cc: [●] Nuveen AMT-Free Municipal Credit Income Fund
  TO HOLDERS OF SERIES [●] MUNIFUND PREFERRED SHARES IN THE VARIABLE RATE REMARKETED MODE ("VRRM-MFP SHARES") OF NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND (NVG) (THE "FUND")
  CUSIP NO. [●]*
  FAILED REMARKETING NOTICE
  In accordance with the Fund's Statement Establishing and Fixing the Rights and Preferences of Series [●] MuniFund Preferred Shares effective [●] (the "Statement"), as modified with respect to the Variable Rate Remarketed Mode (the Initial Mode) by the Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series [●] MuniFund Preferred Shares Initially Designating the Variable Rate Remarketed Mode for the Series [●] MuniFund Preferred Shares effective [●], as amended, revised or supplemented from time to time (the "Supplement"), the Fund hereby notifies Holders that:
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Retain only the applicable section; delete inapplicable sections.
  [For Optional Tender]
  A Failed Remarketing Event has occurred with respect to Tendered VRRM-MFP Shares optionally tendered for remarketing. All Tendered VRRM-MFP Shares shall be retained by their respective Beneficial Owners.
  [For Mandatory Tender]
  A Failed Remarketing Event has occurred with respect to a mandatory tender of all Outstanding VRRM-MFP Shares for remarketing. All VRRM-MFP Shares shall be retained by their respective Holders.
  [For Transition to New Mode]
  A Failed Remarketing Event has occurred with respect to a mandatory tender of all Outstanding VRRM-MFP Shares for transition to a new Mode on the New Mode Commencement Date. All VRRM-MFP Shares shall be retained by their respective Holders. By not later than the Business Day immediately following the occurrence of the Failed Remarketing Event, the Fund will make an election, and provide a Failed Transition Election Notice in writing by Electronic Means to the Holders, the Remarketing Agent and the Calculation and Paying Agent, to either (i) cancel the * NOTE: None of the Fund, the Remarketing Agent or the Calculation and Paying Agent will be responsible for the selection or use of the CUSIP Numbers selected, nor is any representation made as to its correctness indicated in any notice or as printed on any VRRM-MFP Share certificate. It is included solely as a convenience to VRRM-MFP Shareholders.
  attempted transition to a new Mode or (ii) continue to attempt to transition to a new Mode.
  The Failed Remarketing Event [commences] [continues] a Failed Remarketing Period. During the Failed Remarketing Period, the Remarketing Agent will no longer determine the Regular Dividend Rate on a daily basis; dividends on all VRRM-MFP Shares will be payable at the Step-Up Dividend Rate (as determined by the Remarketing Agent commencing on the date of the Failed Remarketing Event); the right of Beneficial Owners to make optional tenders of their MuniFund Preferred Shares for remarketing is suspended; and all of the Outstanding VRRM-MFP Shares is subject to mandatory tender for remarketing. All Outstanding VRRM-MFP Shares are subject to mandatory redemption on [●] (the "Failed Remarketing Mandatory Redemption Date").
  This notice will be conclusively presumed to have been duly given, whether or not the Holders or Beneficial Owners receive this notice.
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: Terms used herein and not otherwise defined will have the meanings given to such terms in the Supplement. Dated:
  [NAME], as Remarketing Agent
  By: Name: Title: Cc: [●] Nuveen AMT-Free Municipal Credit Income Fund
  NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND (NVG) (THE "FUND") SERIES [●] MUNIFUND PREFERRED SHARES IN THE VARIABLE RATE REMARKETED MODE ("VRRM-MFP SHARES") CUSIP No. [●]*
  RETENTION NOTICE
  TO: [●], as Remarketing Agent
  Further to the Remarketing Notice dated [●] (the "Remarketing Notice") all VRRM-MFP Shares will be subject to mandatory tender for purchase at a price equal to [●] (the "Purchase Price") on [●] (the "Remarketing Date").
  As set forth in the Fund's Statement Establishing and Fixing the Rights and Preferences of Series [●] MuniFund Preferred Shares effective [●] (the "Statement"), as modified with respect to the Variable Rate Remarketed Mode (the Initial Mode) by the Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series [●] MuniFund Preferred Shares Initially Designating the Variable Rate Remarketed Mode for the Series [●] MuniFund Preferred Shares effective [●], as amended, revised or supplemented from time to time (the "Supplement"), any Beneficial Owner of a VRRM-MFP Share that is not a Tendered VRRM-MFP Share that was part of the Failed Remarketing Event to which the Remarketing Notice relates, as determined by the Remarketing Agent, may deliver written notice to the Remarketing Agent and the Calculation and Paying Agent by Electronic Means at least three Business Days prior to the Remarketing Date that it wishes to retain its VRRM-MFP Shares (each such Beneficial Owner, a "Retaining Beneficial Owner").
  On the Remarketing Date, the VRRM-MFP Shares held by each Retaining Beneficial Owner will be subject to mandatory tender and repurchased by the Retaining Beneficial Owner at a price equal to the Purchase Price on the Remarketing Date.
  For purposes of the foregoing, the undersigned Beneficial Owner of VRRM-MFP Shares hereby provides notice of its wish to retain VRRM-MFP Shares of which it is Beneficial Owner, in the following amount: [●]. The undersigned person electing to retain its VRRM-MFP Shares represents that it is the Beneficial Owner of the number of VRRM- MFP Shares set forth above, and such number constitutes all of the VRRM-MFP Shares owned by the undersigned.
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Terms used herein and not otherwise defined will have the meanings given to such terms in the Supplement.
  Dated: * NOTE: None of the Fund, the Remarketing Agent or the Calculation and Paying Agent will be responsible for the selection or use of the CUSIP Numbers selected, nor is any representation made as to its correctness indicated in any notice or as printed on any VRRM-MFP Share certificate. It is included solely as a convenience to VRRM-MFP Shareholders.
  [Complete applicable signature block below.] Print name of Beneficial Owner
  By: Name: Title: [OR] Print name of Agent Member
  By: Name: Title:
  Cc: [●] Nuveen AMT-Free Municipal Credit Income Fund
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: REMARKETING AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Fund
  * Nuveen Fund Advisors, LLC
  * Nuveen AMT-Free Municipal Credit Income Fund
  * [●]
  * Investment Adviser
  * Remarketing Agent
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: [●]
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: This Agreement shall terminate as to the Remarketing Agent and its obligations hereunder with respect to VRRM-MFP Shares upon the earliest to occur of (a) the effective date of the resignation or removal of such Remarketing Agent pursuant to Section 5(a) and Section 5(b), respectively, (b) the completion of a successful Transition Remarketing on a New Mode Commencement Date in connection with transition to a new Mode, or (c) the date on which no VRRM-MFP Shares are Outstanding.
conversations.from: human
conversations.value: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice?
conversations.from: assistant
conversations.value: I can't tell from this context.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: * in each case without regard to conflict of laws principles that would require the application of the laws of another jurisdiction.
  * This Agreement shall be construed in accordance with and governed by the laws of the State of New York, except Section 25 below, which shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts,
conversations.from: human
conversations.value: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector? ?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on  collaborating or working with other parties), whether during the contract or  after the contract ends (or both)?
conversations.from: assistant
conversations.value: Yes. The Fund hereby appoints [●], and [●] hereby accepts such appointment, as the exclusive Remarketing Agent of the VRRM-MFP Shares for the Variable Rate Remarketed Mode for the purpose of establishing on each Business Day the Dividend Rate in respect of the VRRM-MFP Shares and, in connection with a tender, remarketing such VRRM-MFP Shares on behalf of the Beneficial Owners or Holders thereof, as applicable, and calculating the Purchase Price therefor, among other things; and performing such other duties as are assigned to the Remarketing Agent in the Supplement, all pursuant to the procedures set forth in the Supplement and this Agreement.
conversations.from: human
conversations.value: Is there a requirement on a party not to disparage the counterparty?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: Yes. 
  * The rights and obligations of the Remarketing Agent hereunder may not be assigned or delegated to any other person without the prior written consent of the Fund.
  * The rights and obligations of the Fund and the Investment Adviser hereunder may not be assigned or delegated to any other person without the prior written consent of the Remarketing Agent.
conversations.from: human
conversations.value: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? ?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is there a clause granting one party an “enterprise,” “all you can eat” or unlimited usage license?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: Yes. 
  * The Remarketing Agent shall keep such books and records with respect to the performance of its duties hereunder as shall be consistent with prudent industry practice and shall, to the extent permitted by law, make such books and records available for inspection by the Fund on reasonable notice during normal business hours.
  * Any costs and expenses associated with such inspections shall be for the account of the party requesting such inspection.
conversations.from: human
conversations.value: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
conversations.from: assistant
conversations.value: Yes. Notwithstanding any prior termination of this Agreement, [●], solely in its capacity as Remarketing Agent, hereby covenants and agrees that it shall not, prior to the date which is one year and one day after the redemption and the payment in full of the VRRM-MFP Shares and all accumulated dividends, petition or otherwise invoke the process of any court or government authority for the purpose of commencing a case against, the Fund under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Fund or any substantial part of the property of the Fund; provided, however, that nothing in this provision shall preclude, or be deemed to stop, the Remarketing Agent from taking any action prior to the expiration of the aforementioned one year and one day period in (x) any case or proceeding voluntarily filed or commenced by the Fund, (y) any involuntary insolvency proceeding filed or commenced against the Fund by a Person other than the Remarketing Agent, or (z) with respect to its rights or preferences as a Beneficial Owner or Holder of VRRM-MFP Shares.