In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Exhibit 10.66

                             TRANSPORTATION CONTRACT

        Astana                                         January 31, 2000

                                    PREAMBLE

JSC NOC KazakhOil, hereinafter referred to as the Company, in the person of Executive Marketing Director Ms. A. M. Rakhimbekov, acting on the basis of the Power of Attorney (1) 1-13 dated January 3, 2000, on the one side and JSC Karakudukmunay, hereinafter referred to as the Principal in the person of General Director Mr. N. D. Klinchev and Financial Director Mr. R. Moore, acting on the basis of the Charter, on the other side, collectively referred to as the Parties, have entered into this Transportation Contract (the Contract) and hereby agree as follows:

                           1. SUBJECT OF THE CONTRACT

1.1  The Company, at the expense and on the instructions of the Principal, shall      arrange transportation for export in batches to the far abroad of crude oil      (Commodity) belonging to the Principal and shall provide such other      services in connection therewith as are provided in this Contract.

1.2  The volume of a batch of Commodity transported hereunder shall be      determined in accordance with the monthly schedules of transit and      distribution of Kazakhstany oil.

                        2. DEFINITIONS AND INTERPRETATION

2.1  As used in the Contract, the following terms have the meanings indicated:

Buyer means STASCO in its capacity as Buyer under the Offtake Agreement and any other person in its capacity as buyer under any Other Agreement.

Commodity is defined in item 1.1.

Company is defined in the Preamble to this Contract.

Contract is defined in the Preamble to this Contract.

CPC Blend means the blend of crude oil generally available at the CPC Terminal that complies with minimum specifications agreed by the Principal and STASCO pursuant to the Offtake Agreement.

CPC Pipeline means the pipeline being constructed by the Caspian Pipeline Consortium from the Tengiz field to Novorossiysk.

CPC Pipeline Operational Date means the last day of the month in which (i) the CPC Pipeline is completed, (ii) the Karakuduk Field is so connected with the CPC Pipeline (via pipeline, rail link, or otherwise) that Karakuduk Crude Oil can and will be evacuated to the CPC Terminal via the CPC Pipeline, (iii) the CPC Pipeline commences pumping commercial quantities of crude oil as determined by the Principal and STASCO pursuant to the Offtake Agreement, and (iv) if the CPC Pipeline is only transporting Commodity on a blend (as opposed to batch) basis, the Principal and STASCO have agreed on the specifications for CPC Blend pursuant to the Offtake Agreement.

CPC Terminal means the single buoy-mooring terminal being built by the Caspian Pipeline Consortium near Novorossiysk.

DAF has the meaning given to delivered at frontier in the Incoterms 1990.

Delivery Basis means (i) during the Principal Period, delivery of Commodity on terms of DAF Adamovo, DAF Fenyeshlitke, DAF Budkovce, FOB sea-port Odessa, FOB sea-port Novorossiysk, or FOB sea-port Ventspils, as applicable, and (ii) during the Secondary Period, delivery of Commodity on terms of FOB CPC Terminal, in each case in accordance with the route indicated in the monthly delivery schedules of the Company.

Delivery Date for a batch of Commodity means the date of execution of the last acceptance-delivery act/bill of lading for that batch of Commodity in accordance with item 4.1.vii.

Delivery Month means the period for delivery under the Offtake Agreement or the Other Agreement, as applicable.

Effective Date means the date of actual execution of this Contract by the Parties.

FOB has the meaning given to free on board in the Incoterms 1990.

Initial Term means the period commencing on the Effective Date and concluding on the last day of the month in which the fifth anniversary of the Offtake Agreement Effective Date falls.





Karakuduk Crude Oil means Commodity produced from the Karakuduk Field or from such other field as the Principal and the Company may agree.

Karakuduk Field means the Karakuduk oil field in the Mangistau Oblast of the Republic of Kazakhstan as more particularly described in the Petroleum Contract and the License.

Offtake Agreement means that certain Crude Oil Sale and Purchase Agreement between the Principal and STASCO dated 1 November 1999.

Offtake Agreement Effective Date means the effective date of and as defined in the Offtake Agreement.

Other Agreement means any agreement other than the Offtake Agreement pursuant to which the Principal sells Karakuduk Crude Oil.

Parties is defined in the Preamble to this Contract.

Petroleum Contract means that certain Agreement for Exploration, Development and Production of Oil in Karakuduk Oil Field in Mangistau Oblast of the Republic of Kazakhstan between the Ministry of Oil and Gas Industries of the Republic of Kazakhstan for and on behalf of the Government of the Republic of Kazakhstan and the Principal.

License means License No. MG#249 (Oil) dated 25 June 1995 (as subsequently amended) granted to the Principal by the Government of the Republic of Kazakhstan.

Principal is defined in the Preamble to this Contract.

Principal Period means the period from the Effective Date to the CPC Pipeline Operational Date.

REBCO means Commodity that satisfies the specifications of TU-39-1623-93 Russian oil delivered for export; Specifications for export to the far abroad.

                                       2

Secondary Period means the period from the CPC Pipeline Operational Date to the date of termination of this Contract (inclusive).

STASCO means Shell Trading International Limited acting through its agent Shell International Trading and Shipping Company Limited.

Tenge means official currency of the Republic of Kazakhstan.

2.2 In this Contract, unless the context otherwise requires:

i.   Headings are used for convenience only and do not affect the interpretation      of this Contract;

ii.  any expression, which means individual, includes any company, Partnership,      trust, joint venture, association, corporation, or other corporate      organization and vice versa;

iii. references to Articles and Sections, unless otherwise expressly provided in      this Contract, are references to articles and sections of this Contract;

iv.  except as otherwise expressly provided, any reference to a document      includes an amendment or supplement to, or replacement or renovation of,      that document;

v.   a reference to any Party to this Agreement and to any other document      includes that Party's legal successors and assigns;

vi.  words, which mean the singular, also include the plural and vice versa;

vii. the word including means including without limitation;

viii. a business day means a day (other than a Saturday or a Sunday) on which      banks are open for ordinary banking business in London;

ix.  tonne is a metric ton; and

x.   a year means a calendar year, a quarter means a calendar quarter, and a      month means a calendar month.

                                   3. QUALITY

3.1  Unless otherwise agreed by the Parties, the Principal shall at all times      deliver to the Company Karakuduk Commodity pursuant to this Contract. The      Company shall ensure that (i) during the Principal Period, the quality of      Commodity delivered at the relevant delivery point shall be REBCO, and (ii)      during the Secondary Period, the quality of Commodity delivered at the CPC      Terminal shall be Karakuduk Commodity for segregated batch deliveries or      shall be CPC Blend for deliveries for which segregated batch delivery is      not available.

4. OBLIGATIONS OF THE PARTIES

4.1  At all times during the term of this Contract, the Company shall:





(i)  Assist in obtaining required&sbsp;official export permissions (certificate of      origin of the Commodity at place the load output, customs declaration on      Commodity output) for release of the batch of Commodity being delivered      from the customs territory of the Republic of Kazakhstan;

                                       3

(ii) accept Karakuduk Commodity from the Principal at Metering Point 719 (PSP      Samara of the Western branch office of KazTransOil) and arrange its      transportation for export in accordance with the Delivery Basis;

(iii) execute all customs formalities to carry out transit transportation of the      batch of Commodity through the territory of Russian Federation and the      countries of the C.I.S.;

(iv) procure sending of a route telegram to AK Transneft;

(v)  procure delivery of the indicated Commodity to the Buyer on the Delivery      Basis, less operating losses in transportation of the Commodity, that are      charged to the Principal's account;

(vi) procure berthing for the Buyer's tanker and delivery of the batch of      Commodity to such tanker through the Company's agents in the relevant port;

(vii) timely present to the Principal the Acts of acceptance-delivery of the      Commodity (oil)/Bills of Lading executed at the Delivery Basis. (During the      Principal Period, Acts of acceptance-delivery executed on the DAF basis      (Adamovo, Fenyeshlitke or Budkovce) shall be presented in one copy, Bills      of Lading and sets of shipping documents attached to them executed on the      FOB basis (Odessa, Novorossiysk or Ventspils) shall be presented in the      number of copies specified in the Buyer's instructions, and during the      Secondary Period, such documents as may be required at that time executed      on the FOB CPC Terminal basis shall be presented according to the list and      in the number of copies as it would be agreed between Principal, Company      and CPC;

(viii) provide the Principal with information on the status of execution of this      Contract;

(ix) on the Principal's request, prepare analyses of the Buyer's calculations of      prices;

(x)  cooperate with the Principal, to render, if possible, such assistance that      can prove necessary for the Principal to perform its obligations under the      Offtake Agreement or any other contract with the Buyer regarding Commodity;      and

(xi) during the term of this Contract, observe all provisions of this Contract      and other terms and conditions agreed upon with the Principal.

4.2  At all times during the term of this Contract, the Principal shall:

(i)  Deliver Karakuduk Commodity to the Company at Metering Point 719 (PSP      Samara of the Western branch office of KazTransOil) in the amount      determined in accordance with item 1.2 of this Agreement;

(ii) independently conclude contracts with the Buyer on selling Crude Oil for      export and submit a copy of each such contract with the Buyer to the      Company 5 days before the beginning of the relevant Delivery Month;

(iii) obtain, at its own expense, required official export permissions      (certificate of origin of the Commodity at place of the load output,      customs declaration on Commodity output) for release of the batch of      Commodity being delivered from the customs territory of the Republic of      Kazakstan and deliver them before the 5th day of the Delivery Month;

(iv) if the Delivery Basis is DAF, provide the Company before the 5th day of the      Delivery Month with a copy of confirmation from AK Transneft on its      readiness to accept the agreed batch of Commodity from coordinators at the      relevant directions;

                                       4

(v)  if the Delivery Basis is FOB, to provide the Company and the Company's      agent in the relevant port 5 days before the agreed upon loading&bbsp;period      (Laycan) with the Buyer's instructions on filling in the shipping      documents, including name of the vessel, its characteristics, loading      period (Laycan), lay time and other necessary data;

(vi) make a 100% pre-payment for transportation of the batch of Commodity      through the territory of Russian Federation and the CIS countries, in      accordance with the Payment Order of AK Transneft;

(vii) pay the additional expenses if the transport tariffs are increased,      providing the Company presents the appropriate documents;

(viii) reimburse the Company for the cost of execution of the customs      declaration at the Energy customs office of the RF in accordance with the      Company's invoice;





(ix) reimburse the Company for all expenses reasonably incurred in connection      with the performance by the Company of its obligations under this Contract      within 30 (thirty) days of delivery to the Principal of proper invoices and      other supporting documents for such expenses;

(x)  pay the Company's fee for the services rendered under Article 5 hereof, in      accordance with the invoice and tax invoice;

(xi) provide copies of all payment documents;

(xii) pay all transportation and other expense of KazTransOil on the territory      of Kazakhstan under its contract with KazTransOil;

(xiii) to make all necessary payments to the budget of the Republic of      Kazakhstan related to excise taxes, VAT and other obligatory payments to      the budget in accordance with the tax legislation

(xiv) during the term of this Contract, observe all provisions of this Contract      and other terms and conditions agreed upon with the Company.

                       5. COMPANY'S FEE AND PAYMENT TERMS

5.1  The Principal shall pay the Company a fee of $1.00 (one dollar), inclusive      of VAT, per one net tonne of Commodity shipped pursuant to this Contract.

5.2  The Principal shall pay the commission fee for each delivered batch of      Commodity to the Company's account within 30 (thirty) banking days after      the Delivery Date.

5.3  The payment shall be made in accordance with the invoice presented by the      Company and the tax invoice (original or a fax copy) in Tenge at the      official exchange rate of the National Bank of the Republic of Kazakhstan      effective on the Delivery Date in accordance with item 4.1.vii.

                         6. PERIOD AND TERMS OF LOADING

6.1  Commodity will be shipped by the Company in batches during the period from      the Effective Date through the term of this Contract subject to (i) the      Principal having the requisite supplies of Commodity and (ii) the Principal      having entered into the Offtake Agreement or another Agreement with the      Buyer.

                                       5

6.2  The Company shall have a right to deliver Commodity to the Buyer with a      permissible +/-5% deviation from the number of batches of Commodity.

                 7. OWNERSHIP RIGHT AND RISK OF ACCIDENTAL LOSS

7.1  Ownership right and risk of loss with respect to all Commodity transported      under this Contract, shall remain with the Principal at all times prior to      transfer of the ownership right and risk of loss with respect to such      Commodity to the Buyer in accordance with the Delivery Basis. At no time      shall the Company have the ownership right to any Commodity transported      under this Contract.

7.2  At any time in accordance with reasonable requirements of the Principal,      the Company shall confirm the Principal's ownership rights to Commodity,      transported under this Contract.

7.3  At any time the Principal may insure this Contract at his own expense, and      the Company shall render feasible assistance to the Principal in this case.

                             8. LIABILITY; INDEMNITY

8.1  The Parties shall be liable for non-execution and/or improper execution of      their obligations under this Agreement in accordance with the legislation      of the Republic of Kazakstan.

8.2  In case if the Principal violates the conditions of this Contract, and such      violation entails infringement of the Off-take Agreement conditions by the      Principal, then the Principal shall be solely liable in front of the      Purchaser for such violations. In addition, the Company shall not be liable      in front of the Principal or the Purchaser hereunder.

8.3  In case if violation by the Principal of the Off-take Agreement conditions      takes place due to infringement by the Company of its liabilities in front      of the Principal under this Contract, the Company shall be soley liable in      front of the Principal for such losses resulting from such violation ,      evidenced and supported by confirming documents ..

                             9. TERM OF THE CONTRACT

9.1  In accordance with items 9.3, 9.4, and 10.3, this Contract shall come into      force on the Effective Date, remain effective throughout the Initial Term,      and be prolonged, or further extended automatically for a period of 12





     months, each such extension commencing at the end of the last day of the      Initial Term or the relevant anniversary thereof, unless either Party      serves written notice of termination on the other Party at least 65 days      prior to the end of the Initial Term, or any subsequent extension.

9.2  Any notice of termination served by any Party with violation of the period      of notice required by item 9.1 shall be invalid and of no effect      whatsoever.

9.3  If the Company fails to perform within 30 days upon notice from the      Principal on nonperformance by the Company of any of its obligations under      this Contract, and keeps non-performing it, then the Principal may upon      expiry of the indicated 30 day period, terminate this Contract, with      obligatory accounts settling.

                                       6

9.4  If the Principal fails to perform within 30 days upon notice from the      Company on nonperformance by the Principal of any of its obligations under      this Contract, and keeps non-performing it, then the Company is entitled,      upon expiry of such 30 day period, to terminate this Contract, with      obligatory accounts settling.

                                10. FORCE-MAJEURE

10.1 Except for the obligations to make any payment, required by this Contract      (which shall not be subject to relief under this item), a Party shall not      be in breach of this Contract and liable to the other Party for any failure      to fulfil any obligation under this Contract to the extent any fulfillment      has been interfered with, hindered, delayed, or prevented by any      circumstance whatsoever, which is not reasonably within the control of and      is unforeseeable by such Party and if such Party exercised due diligence,      including acts of God, fire, flood, freezing, landslides, lightning,      earthquakes, fire, storm, floods, washouts, and other natural disasters,      wars (declared or undeclared), insurrections, riots, civil disturbances,      epidemics, quarantine restrictions, blockade, embargo, strike, lockouts,      labor disputes, or restrictions imposed by any government.

10.2 The Party affected by the indicated circumstances shall be excused from      performance or accurate performance, as the case may be, of such obligation      for so long as such circumstance continues to exist. The Party affected      shall promptly, at any rate, within twenty-four (24) hours from the receipt      of information about the occurrence of such event must notify the other      Party on the occurrence of such circumstances and on the obligations      affected.

10.3 If performance of the obligations by any Party under this Contract have      been delayed for a period of 3 months, the other Party shall be entitled to      terminate this Contract thereafter by giving notice to that effect to the      Party claiming relief under Section 10, with obligatory accounts settling.

10.4 No circumstance described in item 10.1 shall result in prolongation of the      validity term of this Contract.

                  11. SETTLEMENT OF DISPUTES AND APPLICABLE LAW

11.1 In the event of any disputes arousal under this Contract, the Parties shall      exercise all reasonable efforts to resolve them by negotiations.

11.2 In the event that resolution of the disputes by negotiations is impossible,      they shall be subject to court consideration at the defendant's location.

11.3 Effective legislation of the Republic of Kazakhstan shall apply to any      relations of the Parties arising out of this Contract.

                     12. MISCELLANEOUS TERMS AND CONDITIONS

12.1 Neither Party shall be entitled to assign any of its rights or duties      hereunder to any third parties without a written consent of the other Party      thereto.

                                       7

12.2 Any amendments or alterations to this Contract shall be considered valid      only if executed in writing and signed by the authorized representatives of      the Company and the Principal. Usage of facsimile communication for signing      the above mentioned amendments and alterations shall be acceptable.

12.3 From and after the Effective Date, all prior negotiations and      correspondence pertinent to the Contract shall have no legal force.

12.4 In all other matters not stipulated in this Contract, relations of the      Parties shall be governed by the legislation of the Republic of Kazakhstan      in force.

12.5 The Parties shall guarantee observance of confidentiality in respect to any      information and documentation received hereunder; provided, that nothing in





     this item shall restrict either Party from disclosing details of or      relating to this Contract information (i) to any shareholder of such Party,      (ii) to any creditor to such Party, (iii) to any person considering to      become a shareholder of or creditor to such Party, (iv) to the extent      necessary to comply with any laws or regulations applicable to such Party.

12.6 Any attachments to this Contract shall be an integral part hereof.

12.7 This Contract has been executed in 2 (two) original copies in both the      Russian language and the English language, one copy in each language for      each of the Parties, in addition, the Russian text of the Contract has      priority.

                               13. REPRESENTATIONS

13.1 Each Party represents to the other Party that:

i.   It is duly organized and validly existing under the laws of the      jurisdiction of its incorporation or registration and, if provided under      such laws, in good standing;

ii.  it has the power to sign and deliver this Contract and has undertaken all      necessary measures to authorize such signing, delivery and execution;

iii. such signing and delivery do not violate or conflict with any law      applicable to it, any provisions of its constitutional documents, any      orders or judgements of any court or another agency of government      applicable to it or any of its assets or any contractual restrictions      binding on or affecting it or any of its assets;

iv.  all governmental and other permits which are required to have been obtained      by it with respect to this Contract, have been obtained and have full legal      force; and all conditions of any such permits have been complied with; and

v    obligations of such Party under this Contract constitute its legal, valid      and binding obligations, enforceable in accordance with its respective      terms (subject to applicable bankruptcy, re-organization, insolvency,      moratorium or similar laws affecting creditors' rights generally and      subject, as to the enforceability, to equitable principles of general      application (regardless of whether enforcement on execution of this      Contract is sought in a proceeding in equity or under law)).

                                       8

                                14. MISCELLANEOUS

14.1 This Contract constitutes the entire agreement of the Parties with respect      to the subject matter of this Contract and the Parties acknowledge that      they do not enter into this Contract regardless of any previous contacts      between the Parties or their affiliates.

14.2 Any amendments or alterations to any of the terms of this Contract shall be      effective unless they are registered in writing and signed by or on behalf      of each of the Parties; no waiver of any provision hereof shall be      effective unless it is in writing and signed by the Party, against which      such waiver is sought to be enforced.

14.3 Except as expressly provided herein, the rights, authorities and remedies,      provided in this Contract, are cumulative and not exclusive of any rights,      authorities and remedies provided by the law.

14.4 Except as expressly provided herein no delay or omission on the part of      either Party in exercising any rights, authorities or remedies, provided by      law or under this Contract, nor any indulgence granted by any Party to      another Party, shall impair such rights, authorities or remedies, or be      construed as a waiver thereof; moreover, no single or partial exercise of      any right, power or remedy provided by law or under this Contract shall      hinder other or further exercise thereof, as well as exercise of any other      right, power or remedy.

14.5 This Contract does not confer rights or remedies upon any person other than      the Principal and the Company.

                  15. LEGAL ADDRESSES AND PROPS OF THE PARTIES

             COMPANY:                                      PRINCIPAL

JSC NOC KazakhOil                                    JSC Karakudukmunay 473000, Republic of Kazakhstan, Astana,         466200, Aktau, Mangistau oblast 60, Republic avenue                                District 3, Building 82 Tel.: (3172) 280609, fax 327724                 Tel.: (3292) 513795, fax 518336 TRN 600700150675                                       TRN 430600001175

Bank props:                                               Bank props: Tenge account (1) 000467052                           AB Neftebank, Aktau in Akmola affiliate of                           Tenge account (1) 609614 JSC Almaty trade and finance bank, Astana IAT 195301730                                           IAT 192901705

/s/ Amangeldy Tlegenov                        &bbsp;     /s/ Nikolai D. Klinchev





- --------------------------------------------     ------------------------------- A.M. Rakhimbekov                                       Nikolai Klinchev

                                                      /s/ Richard J. Moore                                                  -------------------------------                                                         Richard Moore

                                       9 
Question: Highlight the parts (if any) of this contract related to Volume Restriction that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
The Company shall have a right to deliver Commodity to the Buyer with a      permissible +/-5% deviation from the number of batches of Commodit

Exhibit s.2

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)





Table of Contents Page Section 1. Definitions 1 Section 2. Appointment and Obligations of the Remarketing Agent 3 Section 3. Representations, Warranties and Covenants of the Remarketing Agent and the Fund 6 Section 4. Fees and Expenses 7 Section 5. Resignation, Suspension and Removal of the Remarketing Agent 7 Section 6. Dealing in the VRRM-MFP Shares 7 Section 7. Information 8 Section 8. Conditions to Obligations of the Remarketing Agent 9 Section 9. Indemnification 9 Section 10. Termination of Remarketing Agreement 12 Section 11. Remarketing Agent's Performance; Duty of Care 13 Section 12. Amendment, Supplement or Modification of Agreements 13 Section 13. Books and Records 13 Section 14. Governing Law 13 Section 15. Waiver of Jury Trial 14 Section 16. Certain Provisions to Survive Termination of Agreement 14 Section 17. Successors and Assigns 14 Section 18. Headings 14 Section 19. Severability 14 Section 20. Counterparts 14 Section 21. Remarketing Agent Not Acting as Underwriter 15 Section 22. Amendment 15 i





Section 23. Benefits 15 Section 24. Notices and Wire Instructions 15 Section 25. Liability of Officers, Trustees and Shareholders 16 Section 26. Nonpetition Covenant 16

Exhibit A Form of Tender Notice (Optional Tenders)

Exhibit B Form of Remarketing Notice (Optional and Mandatory Tenders, Mode Transition)

Exhibit C Form of Failed Remarketing Notice (Optional and Mandatory Tenders, Mode Transition)

Exhibit D Form of Retention Notice (Mandatory Tenders) ii





REMARKETING AGREEMENT

This REMARKETING AGREEMENT, dated as 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 (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 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 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 1933, as amended.

1933 Act Regulations means the rules and regulations under the 1933 Act.

1934 Act means the Securities Exchange Act of 1934, as amended.

1940 Act means the Investment Company Act of 1940, as amended.

1940 Act Documents has the meaning set forth in Section 3(b) hereof. 1





1940 Act Regulations means the rules and regulations under the 1940 Act.

Agreement has the meaning set forth in the preamble.

Calculation and Paying Agent means The Bank of New York Mellon acting pursuant to the Tender and Paying Agent Agreement or any successor thereto.

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 the meaning set forth in Section 9(c) hereof.

Investment Adviser has the meaning set forth in the preamble.

Losses has the meaning set forth in Section 9(b) hereof.

MFP Shares has the meaning set forth in the preamble.

Mode has the meaning set forth in the Statement.

Prospectus means the final prospectus, including the statement of additional information incorporated by reference therein, each dated [●], and the prospectus supplement, dated [●], relating to the initial offering of the VRRM-MFP Shares.

Registration Statement means the Fund's registration statement (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 [●], 2018, as it may be amended from time to time.

Remarketing Agent has the meaning set forth in the preamble.

Remarketing Materials has the meaning set forth in Section 7(b) hereof.

Remarketing Memorandum means the Prospectus or any other written communication describing the Fund and/or the terms of the VRRM-MFP Shares, which has been approved by the Fund in writing for use in connection with remarketing prior to its use, which approval shall not be unreasonably withheld or delayed.

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 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 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 [●], 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.

(b) General Duties. The Remarketing Agent agrees with respect to the VRRM-MFP Shares to:

(i) use its best efforts to remarket Tendered VRRM-MFP Shares in connection with an optional tender or mandatory tender of VRRM-MFP Shares as provided in the Supplement, but shall in no way be liable if no purchasers are found, provided it has otherwise performed its obligations as set forth in this Agreement and the Supplement;

(ii) calculate the Purchase Price to be paid in connection with a remarketing of VRRM-MFP Shares.

(iii) establish the Dividend Rate as provided in the Supplement; provided, that the Dividend Rate may not exceed the Maximum Rate;

(iv) notify the Fund and the Calculation and Paying Agent of the Dividend Rate by Electronic Means and post the Dividend Rate on Bloomberg promptly on each date of determination of the Dividend Rate as provided in the Supplement; in the case of the notice to the Fund and the Calculation and Paying Agent with respect to the Step-Up Dividend Rate, such notice shall set forth in reasonable detail the basis for and calculation of the highest rate as determined by the Remarketing Agent;

(v) provide any other notices to be provided by the Remarketing Agent to the Fund, the Calculation and Paying Agent, Holders and Beneficial Owners as set forth in the Supplement;

(vi) make available to a Beneficial Owner, upon request by such Beneficial Owner in connection with a remarketing, a copy of the Contact Notification Form (as such term is defined in the Tender and Paying Agent Agreement);

(vii) make available to a Beneficial Owner or a former Beneficial Owner, upon request by such Beneficial Owner or former Beneficial Owner (as the case may be) in 3





connection with a remarketing, a copy of the Cancellation Form (as such term is defined in the Tender and Paying Agent Agreement); and

(viii) carry out such other duties as are assigned to the Remarketing Agent herein and in the Supplement, or as are reasonably requested by the Fund and agreed to by the Remarketing Agent, all in accordance with the provisions in this Agreement and the Supplement.

(c) Remarketing at Purchase Price; Principal to Principal Basis. 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 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, if accepted, would be binding on the bidder for the consummation of the sale of such VRRM-MFP 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 not as an agent, from the Beneficial Owner or Holder thereof on the Purchase Date at the Purchase Price, (ii) resell such VRRM-MFP Shares, as a principal and not as an agent, to the Person making such actionable bid at the Purchase Price, and (iii) record such purchase and resale on its books and records in accordance with this provision. Any such purchases by the Remarketing Agent from the Beneficial Owner or Holder shall be made with the Remarketing Agent's own funds.

(d) Optional Tender for Remarketing Notices. 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 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. Upon the occurrence of a Failed Remarketing Event, the Remarketing Agent shall provide a Failed Remarketing Notice in substantially the form 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.

(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 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. 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 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. Upon the occurrence of a Failed Remarketing Event, the Remarketing Agent shall provide a Failed Remarketing Notice in substantially the form 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(c) of the Supplement.

(f) Mode Change Notices. In connection with a mandatory tender for remarketing for a transition to a new Mode in accordance with Section 3.2 of the Supplement, the Remarketing Agent shall provide a Remarketing Notice in substantially 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 3.2(c) of the Supplement. Upon the occurrence of a Failed Remarketing Event, the Remarketing Agent shall provide a Failed Remarketing Notice in substantially the form 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 3.2(c) of the Supplement.

(g) Book-Entry Procedures. Except as otherwise expressly provided for herein, 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.

(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, 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.

(i) Timing Requirements. The Remarketing Agent agrees to the remarketing timing requirements applicable to it in the Supplement. 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 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. 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 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 a.m., New York City time, on such Purchase Date. The Remarketing Agent is not obligated to purchase any VRRM-MFP Shares that would otherwise remain unsold in a remarketing.

(k) Sales by Remarketing Agent for its Own Account. 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 account outside of a remarketing at a price other than the Purchase Price. 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 Fund shall provide a Notice of Taxable Allocation in accordance with Section 2.7(a) of the Supplement. Whenever such advance notice is received from the Fund, the Calculation and Paying Agent will notify each Holder and the Remarketing Agent. The Remarketing Agent shall promptly notify each potential Beneficial Owner or its Agent Member after receipt of such advance notice by the Remarketing Agent.

Section 3. 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 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.

(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 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. The obligation of the Fund to make the payments required by this Section shall survive the termination of this Agreement and remain in full force and effect until all such payments shall have been made in full.

Section 5. Resignation, Suspension and Removal of the Remarketing Agent.

(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 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. Dealing in the VRRM-MFP Shares. The Remarketing Agent in its sole discretion may purchase for its own account 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 purchase any VRRM-MFP Shares that would otherwise remain unsold in a 7





remarketing. None of the Fund, the Calculation 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 funds to make payment to a Beneficial Owner or its Agent Member or a Holder upon such Beneficial 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 the Fund, the Calculation and Paying Agent or the Remarketing Agent, as applicable. The Remarketing Agent may 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 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.

(a) The Fund agrees to furnish to the Remarketing Agent: (i) copies of the Registration Statement, the Prospectus, the Statement, the Supplement and its bylaws and any amendment thereto and each report or other document mailed 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 soon as the Fund shall become aware of such purchase; (iv) notice 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 any change of an NRSRO rating the 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 (b)(ii) of Section 8 hereof (with the occurrence of any of the events described in clause (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 the Remarketing Agent may reasonably request from time to time, including but not limited to the financial condition of the Fund. The Fund agrees to provide the Remarketing Agent with as many copies of the foregoing materials and information as the Remarketing Agent may reasonably request for use in connection with a remarketing or Transition Remarketing, as the case may be, of VRRM-MFP Shares and consents to the use thereof for such purpose.

(b) If at any time during the term of this 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 a material fact contained in any of the reports, documents, materials and information referred to 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 by the Fund, the Fund shall promptly notify the Remarketing Agent in writing of the circumstances and details of such event or condition and the Fund shall promptly prepare or cause to be prepared and delivered to the Remarketing Agent, at the Fund's expense, a supplement or amendment to the Remarketing Materials describing the circumstances and details of such event or condition. 8





Section 8. Conditions to Obligations of the Remarketing Agent. The obligations of the Remarketing Agent with respect to VRRM-MFP Shares under this Agreement have been undertaken in reliance on, and shall be subject to: (a) the due performance in all material respects by the Fund of its obligations and agreements as set forth 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 Shares shall have been redeemed by the Fund; (ii) without the prior written consent of the Remarketing Agent, the Supplement, the Statement, the Declaration, the by-laws of the Fund, or the Tender and Paying Agent Agreement shall either not be in full force and effect or have been amended in any manner that in the reasonable opinion of the Remarketing Agent materially changes the nature of the VRRM- MFP Shares or the remarketing procedures; (iii) legislation, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Commission or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that the offering or sale of the VRRM-MFP Shares is or would be in violation of any provision of the 1933 Act as then in effect, or the 1934 Act as then in effect, or with the purpose or effect of otherwise prohibiting the offering or sale of the VRRM-MFP Shares, as contemplated hereby, without registration under the 1933 Act; (iv) any legislation, resolution, ordinance, rule or regulation shall be enacted by, any governmental body, department or agency of the United States or the State of New York, or a decision by any court of competent jurisdiction within the United States or the State of New York shall be rendered, which, in the Remarketing Agent's reasonable opinion, materially 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 be instituted and be outstanding, to restrain 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 or this Agreement, or the existence or powers of the 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 clearance services or a force majeure event shall have occurred which in the reasonable 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 is not advisable, in the reasonable judgment of the Remarketing Agent, 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, shall promptly notify the Fund. In the event 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 10(b).

Section 9. 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 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. The Fund and the Investment Adviser agree to promptly reimburse each Indemnified Person for any legal or other expenses reasonably incurred by such Indemnified Person in investigating, defending or preparing to defend any such action or claim; provided, however, that neither the Fund nor the Investment Adviser shall be liable in any such case to the extent that any such loss, claim, damage or liability arises out of the 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). The indemnity agreement in this paragraph shall be in addition to any liability or obligation which the Fund or the Investment Adviser may otherwise have to any Indemnified Person and shall extend upon the same terms and conditions to each Person, if any, who controls any Indemnified Person within the meaning of the 1934 Act.

(b) The Fund agrees to indemnify and hold harmless the Indemnified Persons from and against every loss, liability or expense, including without limitation, damages, fines, suits, actions, demands, costs, out-of-pocket expenses, and reasonable legal fees and expenses (collectively, Losses), that may be 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 any instruction or other direction upon which the Remarketing Agent is authorized to rely 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 of law or violations of the terms and conditions of this Agreement. For the avoidance of doubt, the Fund agrees to indemnify and hold harmless the Indemnified Persons from and against any and all Losses that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the failure of the Remarketing Agent to deliver Remarketing Materials during the course of a remarketing, if such failure is due to the failure by the Fund to provide to the Remarketing Agent such Remarketing Materials for delivery (regardless of whether the Remarketing Agent has requested such Remarketing Materials), notwithstanding that such failure by the Remarketing Agent to deliver Remarketing Materials during the course of a Remarketing could be deemed a violation of law by an Indemnified 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 Person.

(c) Each Indemnified Person shall give notice as promptly as reasonably practicable to each of the Fund and the Investment Adviser (collectively, the Indemnifying Persons and individually, an Indemnifying Person) of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Indemnifying Persons 10





shall not relieve any Indemnifying Person from any liability which it may have otherwise than on account of this indemnity agreement. No settlement or compromise of any such action shall be made without the consent of the Indemnifying Persons, which consent shall not be unreasonably withheld.

(d) In case any such action is brought against any Indemnified Person, and it notifies each Indemnifying Person from which it seeks indemnification of the commencement thereof, such Indemnifying Person (which may be the Fund and/or the Investment Adviser, in the case of notification of either) will be entitled to participate in, and, to the extent that it may wish, jointly with any other Indemnifying Person, similarly notified, to assume the defense thereof so long as its interests are not adverse to those of the Indemnified Person, with counsel reasonably satisfactory to such Indemnified Person, and after notice from each Indemnifying Person to such Indemnified Person of its election to assume the defense thereof, the Indemnifying Person will not be liable to such Indemnified Person under this Section 9 for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof other than reasonable costs of investigation. Upon assumption by any Indemnifying Person of the defense of any such action or proceeding, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel but the Indemnifying Person shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Person in connection with the defense thereof unless (i) the Indemnifying Person has agreed to pay such fees and expenses, (ii) the Indemnifying Person shall have failed to employ counsel reasonably satisfactory to the Indemnified Person in a timely manner, or (iii) the Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between the Indemnifying Persons and the Indemnified Person, including situations in which there are one or more legal defenses available to the Indemnified Person that are different from or additional to those available to each of the Fund and the Investment Adviser. If the Indemnifying Person elects not to assume the defense of any such suit, it will reimburse the Indemnified Persons for the reasonable fees and expenses of any counsel retained by them. In the event that the parties to any such action (including impleaded parties) include one or more Indemnifying Persons and one or more Indemnified Persons, and one or more Indemnified Persons shall have been advised by counsel reasonably satisfactory to each Indemnifying Person 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 Indemnifying Persons, the Indemnifying Persons will reimburse the Indemnified Persons for the reasonable fees 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) for all Indemnified Persons, which firm shall be designated by the Indemnified Persons, the Remarketing Agent or each Indemnifying Person, as the case may be). Each Indemnifying Person agrees promptly to notify each Indemnified Person of the commencement of any litigation or proceedings against it in connection with the remarketing of the VRRM-MFP Shares. No Indemnifying Person shall consent to the terms of any compromise or settlement of any action defended by any Indemnifying Person in accordance with the foregoing without the prior consent of the Indemnified Person. No Indemnifying Person shall be liable under this Section 9 for the amount of any compromise or settlement of any action 11





unless such compromise or settlement has been approved in writing by such Indemnifying Person, which approval shall not be unreasonably withheld.

(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 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 therein, then the party that would have been an Indemnifying Person thereunder shall, in lieu of indemnifying such Indemnified Person, contribute to the amount 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 for that portion represented by the percentage that the Remarketing Agent's fee (calculated for 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 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 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 Act. The amount paid or payable 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 legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claims (which shall be limited as provided in this subparagraph (e) above if the Indemnifying Person has assumed the defense of any such action in accordance with the provisions thereof).

(f) The indemnity agreements contained in clauses (a), (b) and (c) of this Section 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 Agreement and the remarketing of any VRRM-MFP Shares hereunder.

Section 10. Termination of Remarketing Agreement. (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 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 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. Remarketing Agent's Performance; Duty of Care.

(a) The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Supplement. No implied covenants or obligations shall be read into this Agreement, or the Supplement. 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 reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent shall incur no liability 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 or willful misconduct on its part.

(b) The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused by the failure of any other party (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document in connection with performance by the Remarketing Agent of the relevant obligation.

Section 12. Amendment, Supplement or Modification of 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, this Agreement or the Supplement, nor waive any provision thereof, if such amendment, supplement, modification or waiver would materially adversely affect the interests of the Remarketing Agent, in the Remarketing Agent's sole discretion; provided, that, for purposes of this 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 materially adversely affect the interests of the Remarketing Agent.

Section 13. 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 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.

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 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.

Section 15. Waiver of Jury Trial. The Fund, the Investment Adviser and the Remarketing Agent hereby waive trial by jury in any action, proceeding or counterclaim brought by any of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Agreement.

Section 16. Certain Provisions to Survive Termination of Agreement. 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 the Investment Adviser hereunder may not be assigned or delegated to any other person without the prior written consent of the Remarketing Agent. 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 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.

Section 18. Headings. The section headings herein are for convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement.

Section 19. Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case 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 shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever.

Section 20. Counterparts. This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. 14





Section 21. Remarketing Agent Not Acting as Underwriter. It is understood and agreed by the parties hereto that the only obligations of the Remarketing Agent hereunder are as set forth in Sections 2, 3, 9 and 13 hereof. When engaged in remarketing any properly-Tendered VRRM-MFP Shares, the Remarketing Agent shall act only as agent for and on behalf of each owner of the VRRM-MFP Shares so tendered. The Remarketing Agent shall not act as an underwriter for the Tendered VRRM- MFP Shares and shall in no way be obligated to advance its own funds to purchase any Tendered VRRM-MFP Shares (except as provided in Section 2(c) or to the extent that in its individual capacity as purchaser of those VRRM-MFP Shares it may elect, in accordance with Section 6 hereof, to purchase, in its sole discretion) or to otherwise expend or risk its own funds or incur or become exposed to financial liability in the performance of its duties hereunder.

Section 22. Amendment. 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 and Paying Agent Agreement.

Section 23. Benefits. Nothing herein, express of implied, shall give to any person, other than the Fund, the Remarketing Agent and their respective permitted successors and assigns, any benefit of any legal or equitable right, remedy or claim hereunder. Without limiting the generality of the foregoing, no Holder or Beneficial Owner (or their Agent 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 in respect of, any provision of this Agreement, and any and all rights of holders of 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 from time to time.

Section 24. Notices and Wire Instructions. Unless otherwise specified, any notices, requests, 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 mail, or when delivered, if given by prepaid courier service, 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 Agent, to [●], [●], Attention: [●], Telephone: [●], Fax: [●], Email: [●]; and if to the Calculation and Paying Agent, to [●], [●], Attention: [●], Telephone: [●], Fax: [●], Email: [●]; or to such other address as any of the foregoing persons shall specify to the parties hereto in writing.

The Purchase Price of remarketed VRRM-MFP Shares, if paid through the Calculation and Paying Agent, shall be paid by the Remarketing Agent in immediately available funds by wire transfer to the Calculation and Paying Agent in accordance with the following instructions:

[●] ABA# [●] 15





For Further Credit to Account # [●] Ref: [●] Attn: [●] Tel: [●]

The remarketing fee shall be paid by the Fund in immediately available funds by wire transfer to the Remarketing Agent in accordance with the following instructions:

[●] ABA# [●] 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 other party in writing; and, if to the Calculation and Paying Agent, to [●].

Section 25. Liability of Officers, Trustees and Shareholders. A copy of the Declaration is on file with the Secretary of the Commonwealth of Massachusetts. 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 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. 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.

[Signature Page Follows] 16





IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by one of its duly authorized officers as of the date first above written. NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND

By Name: Title:

NUVEEN FUND ADVISORS, LLC

By Name: Title:

[NAME]

By Name: Title: Signature Page to Remarketing Agreement (NVG Series [●] MFP)





Exhibit A - Form of Tender Notice

NUVEEN AMT-FREE QUALITY MUNICIPAL INCOME FUND (NVG) (THE FUND) SERIES [●] MUNIFUND PREFERRED SHARES IN THE VARIABLE RATE REMARKETED MODE (VRRM-MFP SHARES)

TENDER NOTICE

Note: The substance of this notice must be given by the Beneficial Owner or its Agent Member to [●], as Remarketing Agent (the Remarketing Agent), appointed under the Remarketing Agreement, dated as of [●], between Nuveen AMT-Free Municipal Credit Income Fund, Nuveen Fund Advisors, LLC and the Remarketing Agent, in the manner provided in Schedule 1 hereto by Electronic Means prior to 5:00 p.m., New York City time, on any Business Day. Any Tender Notice delivered at or after 5:00 p.m., New York City time, shall be deemed to have been received by the Remarketing Agent on the next succeeding Business Day and the Purchase Date specified in this Tender Notice shall be postponed accordingly by one Business Day. The determination of the Remarketing Agent as to whether a Tender Notice has been properly delivered shall be conclusive and binding upon the Beneficial Owner and its Agent Member.

TO: [●], as Remarketing Agent

1. 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 undersigned, [●], [Beneficial Owner] [Agent Member of the Beneficial Owner] of the following VRRM-MFP Shares:

VRRM-MFP Shares Series CUSIP Number

Number of VRRM-MFP Shares tendered for remarketing (the Designated Amount)1 [●] [●]

hereby notifies you of the election by the Beneficial Owner of the referenced VRRM-MFP Shares to tender such VRRM-MFP Shares for remarketing of 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 shares.





Remarketing Agent, or if such seventh calendar day is not a Business Day, the next succeeding Business Day (the Purchase Date).

The name and DTC Participant No. of the Agent Member tendering on behalf of the Beneficial Owner is:

Name of Agent Member:

DTC Participant No. of Agent Member:

Name of Beneficial Owner:

Beneficial Owner's account number:

The person to contact at the Beneficial Owner or its Agent Member and the related contact information are as follows:

Name:

Telephone No:

Email address:

The Beneficial Owner or its Agent Member acknowledges and agrees that the Person or Persons to whom or to whose order the Purchase Price of the tendered VRRM-MFP Shares is to be paid is/are the same as identified above.

2. The undersigned acknowledges the obligation of the tendering Beneficial Owner to deliver the VRRM-MFP Shares that are the subject of this Tender Notice on or before 11:00 a.m., New York City time on the Purchase Date, and, in accordance with such obligation, the undersigned hereby undertakes to deliver or to cause to be delivered the VRRM-MFP Shares being sold [directly] or [through an Agent Member] to the Remarketing Agent, through the funds against delivery procedures of the Securities Depository, no later than 11:00 a.m., New York City time, on the Purchase Date. The undersigned hereby also assigns and transfers and directs the Securities Depository or its 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 otherwise according to the Securities Depository's procedures, in exchange for the payment of the Purchase Price thereof on the Purchase Date.

3. The undersigned confirms its agreement that it hereby transfers to the purchaser of the VRRM-MFP Shares tendered pursuant to this Tender Notice the right to receive from the Fund any dividends declared and unpaid for each day prior to the purchaser becoming the Beneficial Owner of the VRRM-MFP Shares in exchange for payment of the Purchase Price for such VRRM-MFP Share by the purchaser.

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.

5. The undersigned acknowledges that this Tender Notice is irrevocable and effective upon the receipt by the Remarketing Agent.

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.





Exhibit B - Form of Remarketing Notice

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: .





(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





Exhibit C - Form of Failed Remarketing Notice

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:

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.

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





Exhibit D - Form of Retention Notice

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.

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 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: 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?
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.

Exhibit 10.27

                          e-business Hosting Agreement

                                     between

                                  Bluefly, Inc.

                                       and

                   International Business Machines Corporation

                                        1

                          e-business Hosting Agreement

Under this e-business Hosting Agreement (Agreement) between International Business Machines Corporation (IBM) and Bluefly, Inc. (Customer), IBM will provide Web hosting and related services (Services) to Customer. The Agreement includes these terms and conditions and the documents referenced herein (Base Terms), e-business hosting services order forms accepted by IBM (Order Forms), and the following attachments:

a.    Attachment A: Facilities Services;

b.    Service Option Attachment for Facilities Services; and

c.    all other applicable attachments referenced in the Order Forms for       Services options selected by Customer (Service Option Attachments).

In the event of a conflict between the Base Terms and an attachment, the Base Terms will govern, except where an attachment or a provision contained therein expressly states that it will govern over the Base Terms. The Base Terms and the attachments always govern over any inconsistent provision in an Order Form.

-------------------------------------------------------------------------------- 1.0   Definitions

a.    Acceptable Use Policy means the Acceptable Use Policy for IBM e-business       Services, located on the Internet at http://www.ibm.com/services/       e-business/aup.html, as of the Effective Date, and any subsequent       modification in accordance with Section 13.2 below.

b.    Affiliates means entities that control, are controlled by, or are under       common control with a party to this Agreement.

c.    Base Components means the hardware and software that IBM makes       available, if any, as specified in Order Forms and associated Service       Option Attachments.

d.    Content means information, software, and data that Customer provides,       including, without limitation, any hypertext markup language files,       scripts, programs, recordings, sound, music, graphics, images, applets or       servlets that Customer or its Subcontractors or Services Recipients       create, install, upload or transfer in or through the e-business Hosting       Environment and/or Customer Components.

e.    Content Administrator means an employee or Subcontractor of Customer who       is authorized by Customer to install, upload and/or maintain Content using       a User Identification.

f.    Customer Components means the hardware, software and other products,       data and Content that Customer provides, including those specified in       Service Option Attachments.

g.    e-business Hosting Environment means the Base Components and the IBM       provided Internet access bandwidth, collectively.

h.    Enterprise means any legal entity and the subsidiaries it owns by more       than 50 percent. The term Enterprise applies only to the portion of the       Enterprise physically located within the United States of America.

i.    IBM e-business Hosting Center means the facility used by IBM to provide       the Services.

j.    Internet means the public worldwide network of TCP/IP-based networks.

k.    Materials means literary or other works of authorship (such as programs,       program listings, programming tools, documentation, reports, drawings and       similar works) that IBM may deliver to Customer. Materials does not       include licensed program products available under their own license       agreements or Base Components.

l.    Required Consents means any consents or approvals required to give IBM       and its Subcontractors the right or license to access, use and/or modify       in electronic form and in other forms, including derivative works, the       Customer Components, without infringing the ownership or intellectual       property rights of the providers, licensors, or owners of such Customer       Components.

m.    Service Option Ready Date means the date that IBM has notified Customer       that IBM has completed the implementation activities





                                       2

      specified in an applicable Service Option Attachment.

n.    Services Recipients means any entities or individuals receiving or using       the Services, or the results or products of the Services.

o.    Service Option Attachment Start Date means the day after the date of the       last signature on an Order Form authorizing the Services under an       applicable Service Option Attachment.

p.    Subcontractor means a contractor, vendor, agent, or consultant selected       and retained by IBM or Customer, respectively.

q.    TCP/IP means Transmission Control Protocol/Internet Protocol.

r.    User Identification or ID means a string of characters that uniquely       identifies a Content Administrator.

-------------------------------------------------------------------------------- 2.0   IBM Services Responsibilities

IBM will perform the Services described in Attachment A and applicable Service Option Attachments.

-------------------------------------------------------------------------------- 3.0   Term and Termination

3.1   Term

This Agreement will be effective beginning on 12:01 a.m., Eastern Time, on the day after the date of last signature to these Base Terms (Effective Date) and ending on the expiration and/or termination of all Service Option Attachments, unless the Agreement is terminated earlier in accordance with the terms herein. The term of each Service Option Attachment is as specified on the applicable Order Form.

3.2   Renewal

Each Service Option Attachment will renew automatically for an additional term equal in duration to the previous term of the applicable Service Option Attachment unless either party notifies the other party in writing at least ninety (90) days prior to the end of the then-current term for the applicable Service Option Attachment that it has elected to terminate such Service Option Attachment.

3.3   Termination for Cause

Customer or IBM may terminate this Agreement for material breach of this Agreement by the other upon written notice containing the specific nature and dates of the material breach. The breaching party will have thirty (30) days from receipt of notice to cure such breach, except for nonpayment by Customer, which must be cured within seven (7) business days from receipt of notice. If such breach has not been timely cured, then the non-breaching party may immediately terminate this Agreement upon written notice; provided, however, it is understood that in the event IBM has so breached this Agreement IBM shall not be entitled to recover the early termination charges described in Section 3.4(b) below.

3.4   Termination for Convenience

Customer may terminate this Agreement (including all Service Option Attachments) or any Service Option Attachment (with the exception of any Service Option Attachment that is a prerequisite for the provision of Services under a non-terminated Service Option Attachment) for convenience at the end of any calendar month by:

a.    providing at least one month's prior written notice to IBM; and

b.    paying the applicable early termination charges, if any, specified in       Attachment A and applicable Service Option Attachments.

In the event that Customer exercises its rights under this Section 3.4, IBM shall continue to fulfill all of its duties and obligations following the notice date and until the final termination date.

3.5   Effect of&sbsp;Termination

Upon the date of termination, all Customer payment obligations accrued hereunder through the date of termination will become due and payable. The termination of selected Service Option Attachments will not affect Customer's obligation to pay charges under other Service Option Attachments.

-------------------------------------------------------------------------------- 4.0   Charges and Payment

4.1   Charges

Charges for applicable Services will be specified in Service Option Attachments and Order Forms. Charges can be specified as one-time, installment, recurring, or usage. IBM will invoice such Charges when they begin or are due as set forth in Service Option Attachments.





4.2   Payment

IBM invoices will specify the amount due. Payment is due upon receipt and payable as specified in such invoice. Customer agrees to pay accordingly, including any late payment fees. Payment will be made in United States dollars.

4.3   Taxes

                                       3

Customer will pay or provide appropriate exemption documentation for all taxes, duties, levies, and any other fees (except for taxes based upon IBM's net income) related to the Services imposed by any governmental authorities. Charges specified herein (including in an Order Form) are exclusive of any such taxes, duties, levies or fees.

-------------------------------------------------------------------------------- 5.0   Warranties and Disclaimers

5.1   IBM Representations and Warranties

IBM represents and warrants that:

a.    it will perform the Services using reasonable care and skill and in       accordance with the applicable Service Option Attachments (which means the       degree of knowledge, skill and judgment customarily exercised by members       of the applicable profession with respect to work of a similar nature);       and that it will provide Customer with competent, fully trained, fully       qualified and responsible personnel to perform the Services; and

b.    it has the requisite corporate power and authority to execute, deliver and       perform its obligations under this Agreement.

IBM covenants that it will comply with the laws applicable to IBM's business.

5.2   Exclusivity of Warranties

THE WARRANTIES IN SECTION 5.1 ARE THE EXCLUSIVE WARRANTIES FROM IBM. THEY REPLACE ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

5.3   Security

a.    Customer acknowledges that IBM does not control the transfer of data over       telecommunications facilities, including the Internet.

b.    Subject to the other disclaimers contained herein, IBM will implement the       security features specified herein, including the IBM perform security       obligations identified in Section 8.0 of the Facilities Services Service       Option Attachment. However, IBM does not warrant secure operation of the       Services or that it will be able to prevent third party disruptions of the       e-business Hosting Environment or Customer Components.

c.    Customer acknowledges that IBM offers numerous security options, specified       in Service Option Attachments. Customer is responsible for selecting on       Order Forms the set of security options that it determines meet Customer's       needs.

d.    Customer agrees that IBM shall have no liability for any provision of       security-related services or advice that IBM may voluntarily provide       outside the scope of selected Service Option Attachments.

5.4   Other Disclaimers

a.    IBM does not warrant uninterrupted or error-free operation of any Service       or that IBM will correct all defects. open

b.    IBM does not make any representation or warranty as to the capacity,       performance or scalability of the Services, e-business Hosting       Environment, or Customer Components.

c.    IBM PROVIDES ALL MATERIALS AND ALL NON-IBM SERVICES, PRODUCTS, DATA,       APPARATUS AND SOFTWARE AS IS, WITHOUT WARRANTY OF ANY KIND, INCLUDING,       WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,       SATISFACTORY QUALITY, AND FITNESS FOR&sbsp;A PARTICULAR PURPOSE. Non-IBM       suppliers may provide their own warranties to you.

-------------------------------------------------------------------------------- 6.0 Confidentiality

All information exchanged between the parties is non-confidential; provided, however if either or both parties require the exchange of confidential information, such information will be exchanged under the terms and conditions of the Agreement for Exchange of Confidential Information executed by IBM on August 3, 2001 (the AECI) (it being further agreed as follows: (a) the AECI is hereby modified so that any information that is disclosed by a party hereto that a reasonable person would construe, based upon the nature of the information and the circumstances surrounding the disclosure, as intended to be confidential shalll be deemed to be confidential Information under the AECI and shall be accorded all protections of the AECI and (b) after the date hereof the parties hereto shall enter into a modification of the AECI whereby the provisions of (a) immediately above are documented and (c) the parties shall also amend the AECI so as to reflect the following agreement: in the event that a breach or





threatened breach of a party's obligations hereunder shall cause irreparable harm wherein a remedy at law would

                                       4

prove inadequate, the aggrieved party shall have the right to seek and obtain an injunction so as to prevent any further disclosure of the confidential Information. With respect to any confidential information contained in or traveling through the e-business Hosting Environment or Customer Components, the provisions of Sections 5, 9, and 10 herein will prevail to the extent of any inconsistent provisions in the confidentiality agreement.

-------------------------------------------------------------------------------- 7.0   Materials

a.    IBM will specify Materials to be delivered to Customer. IBM will identify       them as being Type I Materials, Type II Materials, or otherwise as       Customer and IBM agree in writing. If not specified, Materials will be       considered Type II Materials.

b.    Type I Materials are those, created during the Service performance period,       in which Customer will have all right, title, and interest (including       ownership of copyright). IBM will retain one copy of the Materials.       Customer grants to IBM:

      1.    an irrevocable, nonexclusive, worldwide, paid-up license to use,             execute, reproduce, display, perform, distribute (internally and             externally) copies of, and prepare derivative works based on Type I             Materials; and       2.    the right to authorize others to do any of the same.

c.    Type II Materials are those, created during the Service performance period       or otherwise (such as those that preexist the Service), in which IBM or       third parties have all right, title, and interest (including ownership of       copyright). IBM will deliver one copy of the specified Materials to       Customer. IBM grants Customer an irrevocable, nonexclusive, worldwide,       paid-up license to use, execute, reproduce, display, perform, and       distribute, within Customer's Enterprise only, copies of Type II       Materials.

d.    The parties agree to reproduce the copyright notice and any other legend       of ownership on any copies made under the licenses granted in this Section       7.

-------------------------------------------------------------------------------- 8.0   Indemnification

8.1   Indemnification by IBM

If a third party claims or threatens a claim that Materials or Base Components IBM provides to Customer or uses in connection with the performance of the Services infringe that party's patent, trademark, copyright, or trade secret, then IBM will indemnify, defend and hold harmless the Customer, its Enterprise and their respective employees, officers, agents and directors against that claim or threatened claim at IBM's expense and pay all costs, damages, penalties and reasonable attorneys' fees that a court finally awards in connection with that claim (or which IBM&sbsp;agrees in any final settlement) provided that Customer:

a.    promptly notifies IBM in writing of the claim; and

b.    allows IBM to control, and cooperates with IBM in, the defense and any       related settlement negotiations (it being understood and agreed that if       Customer incurs any costs in connection with such cooperation, over and       above nominal costs, IBM shall reimburse Customer therefor, such costs to       potentially include, without limitation, the costs incurred by Customer in       connection with depositions, responses to interrogatories, or testimony at       trial or any similar proceeding, and travel costs in connection therewith;       provided, however, such obligation of IBM as set forth in this       parenthetical is conditioned upon Customer first obtaining IBM's consent       to the incurring of such costs, such consent to be reasonably granted). If       such a claim is made or appears likely to be made, Customer agrees to       permit IBM to enable Customer to continue to use the Materials or Base       Components, or to modify them, or replace them with non-infringing       Materials or Base Components that are at least functionally equivalent. If       IBM determines that none of these alternatives is reasonably available,       Customer agrees to return the Materials or Base Components (if in       Customer's possession) to IBM on IBM's written request. IBM will give       Customer a credit equal to the amount Customer paid IBM for the applicable       Materials or for use of the applicable Base Components up to a maximum of       twelve (12) months of applicable charges. This is IBM's entire obligation       to Customer with regard to any claim of infringement. Notwithstanding the       foregoing, IBM is not responsible for third party claims based on:

      1.    anything Customer provides which is incorporated into the Materials;

      2.    Customer's modification of the Materials;

                                       5

      3.    the combination, operation, or use of the Materials with any             product, data, or apparatus that IBM did not provide; or





      4.    non-IBM hardware, software, or data, including those that may be in             the Base Components.

8.2   Indemnification by Customer

a.    Customer will defend IBM and its Enterprise and their employees, officers,       and directors against any third party claim (and pay all damages that a       court of competent jurisdiction awards, or which Customer agrees in any       final settlement to such third party and any reasonable attorneys' fees       and expenses of defense incurred by IBM):

      1.    that Content or Customer's use of the Services violates Customer's             obligation in Section 11.2(b);

      2.    that Customer Components infringe that party's patent or copyright;

      3.    that is brought by a Services Recipient and is related, directly or             indirectly, to the Services; or

      4.    arising out of or related to a mechanics' lien Customer is required             to cancel and discharge pursuant to this Agreement.

b.    For indemnification under this Section 8.2, IBM will:

      1.    promptly notify Customer in writing of the claim; and

      2.    allow Customer to control, and will cooperate with Customer in, the             defense and any related settlement negotiations.

c.    Notwithstanding anything else to the contrary contained herein, Customer       shall be relieved of its indemnification duty or obligation to the extent       that IBM's bad faith, willful misconduct or gross negligence. breach of       its contractual obligations hereunder is a cause of the damages suffered       by the Services Recipient.

-------------------------------------------------------------------------------- 9.0   Limitation of Liability

9.1   IBM's Limitation of Liability

Circumstances may arise where, because of a default on IBM's part or other liability, Customer is entitled to recover damages from IBM. Regardless of the basis on which Customer is entitled to claim damages from IBM (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), IBM is liable for no more than:

a.    indemnification payments as provided in Section 8.1;

b.    damages for bodily injury (including death) and damage to real property       and tangible personal property; and

c.    the amount of any other actual direct damages, up to the greater of       $100,000 or the charges paid by Customer to IBM for the Services in the       twelve (12) months immediately preceding the accrual of the first claim       related to the Services. The foregoing limit also applies to any of IBM's       Affiliates and Subcontractors. It is the cumulative maximum for which IBM       and its Affiliates and Subcontractors are collectively responsible. Under       no circumstances is IBM, its Affiliates or its Subcontractors liable for       any of the following:

      1.    third party claims against Customer for damages (other than those             expressly provided in Subsections 9.1(a) and 9.1(b)); or

      2.    loss of, or damage to, Customer's or any other entity's records or             data.

9.2   Customer's Limitation of Liability

Circumstances may arise where, because of a default on Customer's part or other liability, IBM is entitled to recover damages from Customer. Regardless of the basis on which IBM is entitled to claim damages from Customer (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), Customer is liable for no more than:

a.    Indemnification payments as provided in Section 8.2;

b.    damages for bodily injury (including death) and damage to real property       and tangible personal property; and

(c) the amount of any other actual direct damages, up to the greater of $100,000 or the charges paid by Customer to IBM for the Services in the twelve (12) months immediately preceding the accrual of the first claim related to the Services. The foregoing limit also applies to any of Customer's Affiliates. It is the cumulative maximum for which Customer and its Affiliates are collectively responsible. Under no circumstances is Customer or its Affiliates liable for any third party claims against IBM for damages (other than those

                                       6

expressly provided in Subsections 9.2(a) and 9.2(b)).

-------------------------------------------------------------------------------- 10.0  Disclaimer of Consequential Damages





a.    In no event will either party be liable to the other for special,       incidental, or indirect damages or for any consequential damages       (including lost profits or savings), even if they are informed of the       possibility; provided that this Section 10 does not apply to Customer's       failure to pay any amounts owing to IBM under this Agreement (including       amounts owing for Services that would have been rendered but for       Customer's breach of this Agreement).

-------------------------------------------------------------------------------- 11.0  Other Customer Obligations

11.1  Services Support

Customer will comply with its responsibilities to support the Services as specified in Attachment A and in applicable Service Option Attachments. Such obligations are to be performed at no charge to IBM. IBM's obligations are contingent on Customer meeting such support obligations.

11.2 Representations and Warranties

Customer represents and warrants that:

a.    it has the requisite corporate power and authority to execute, deliver and       perform its obligations under this Agreement; Customer has no contractual       or other obligation that (i) restricts or prohibits Customer's execution       or performance of this Agreement, or (ii) Customer will breach in       connection with the execution or performance of this Agreement; and

b.    its use of the Services and all Content will comply with the Acceptable       Use Policy.

11.3  Suspected Violations

IBM reserves the right to investigate potential violations of the representations and warranties in Subsection 11.2(b). If IBM reasonably determines that a breach of any such warranty has occurred, then IBM may, in its sole and reasonable discretion:

a.    restrict Customer's access to the Services;

b.    remove or require removal of any offending Content;

c.    terminate this Agreement for cause; and/or

d.    exercise other rights and remedies, at law or in equity.

Except in an emergency or as may otherwise be required by law, before undertaking the activities in Subsection 11.3(a) or 11.3(b), IBM will attempt to notify Customer by any reasonably practical means under the circumstances, such as, without limitation, by telephone or e-mail.

Customer will promptly notify IBM of any event or circumstance related to this Agreement, Customer's use of the Services, or Content of which Customer becomes aware that could lead to a claim or demand against IBM, and Customer will provide all relevant information relating to such event or circumstance to IBM at IBM's request.

11.4  Required Consents

Customer will promptly obtain and upon request provide to IBM evidence of such Required Consents necessary for IBM to provide the Services. IBM will be relieved of its obligations to the extent that they are affected by Customer's failure to obtain and provide promptly to IBM any Required Consents.

11.5  Capacity Planning

Customer is responsible for determining whether the Base Components, IBM provided Internet access bandwidth, Customer Components and their combination will meet Customer's capacity or performance needs. Customer is responsible for planning for and requesting changes to the Base Components or IBM provided Internet access bandwidth, as determined by Customer, including any additional capacity required to support anticipated peaks in demand that may significantly increase Web site hits, transaction volumes, or otherwise increase system resource utilization.

11.6  Content and Digital Certificates

Customer is solely responsible for:

a.    all Content including, without limitation, its selection, licensing,       accuracy, performance, maintenance, and support; and

b.    the selection, management and use of any public and private keys and       digital certificates it may use with the Services.

-------------------------------------------------------------------------------- 12.0  Base Components

12.1  License

IBM grants Customer a nonexclusive, revocable license to use the Base Components solely in connection with the Services as provided under this Agreement. Customer agrees not to download or otherwise copy, reverse assemble, reverse compile, or otherwise translate the software





                                       7

portions of the Base Components, other than to make one copy for backup purposes.

12.2  Maintenance of Base Components

For Base Components provided hereunder, IBM will provide, at no additional cost to Customer, maintenance as reasonably determined by IBM and upon notice to Customer. Unless otherwise specified in an SOA, such maintenance excludes upgrades to Base Components. Call back response times for Base Component failures through issue resolution is designated in the relevant Service Option Attachment.

12.3  No Sale or Lease of Goods

As between Customer and IBM, IBM retains all right, title and interest in the Base Components. No goods are sold or leased by IBM under this Agreement. If Customer desires to purchase or to lease goods from IBM, such purchase or lease will be governed by a separate mutually acceptable written agreement between Customer and IBM or an IBM Affiliate.

12.4  No Lease of Real Property

This Agreement is a services agreement and not a lease of any real property.

-------------------------------------------------------------------------------- 13.0  Changes

13.1  Services

IBM, in its reasonable discretion, may change the terms and conditions of Attachment A and/or Service Option Attachments, upon at least ninety (90) days prior notice to Customer. IBM may change the prices of Service Option Attachments after twelve (12) months following the applicable Service Option Attachment Start Date upon at least ninety (90) days prior written notice to Customer. Any such changes will not apply retroactively. If Customer disagrees with any such changes, Customer may in its sole discretion terminate this Agreement (or some or all of the affected Service Option Attachments) without the payment of termination charges upon notice to IBM at least thirty (30) days prior to the effective date of the applicable change.

13.2 Acceptable Use Policy

IBM, in its reasonable discretion, may modify the Acceptable Use Policy upon thirty (30) days' notice to Customer.

13.3 Amendments

Except for changes pursuant to Sections 13.1 and 13.2, this Agreement may be amended only by a writing signed by authorized representatives of both parties.

-------------------------------------------------------------------------------- 14.0  General

14.1  Headings

The headings of the various sections of this Agreement have been inserted for convenience only and shall not affect the interpretation of this Agreement.

14.2  Survival

Any of these terms and conditions which by their nature extend beyond the Agreement termination or expiration remain in effect until fulfilled, including, without limitation, Sections 3.5, 4, 5, 6, 7, 8, 9, 10, 11.2, 11.3, 11.6, 12.2, 12.3, and 14, and apply to both Customer's and IBM's respective successors and assignees.

14.3  Choice of Law

This Agreement will be governed by the substantive laws of the State of New York, without regard for its conflict of laws provisions.

14.4  Waiver of Jury Trial

The parties waive any right to a jury trial in any proceeding arising out of or related to this Agreement.

14.5  Severability

If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby, so long as the remaining provisions of this Agreement still express the original intent of the parties. If the original intent of the parties can not be preserved, this Agreement shall either be renegotiated or terminated.

14.6  Publicity and Trademarks

Neither party grants the other the right to use its or any of its Affiliates' trademarks, trade names, or other designations in any promotion, publication, or Web site without prior written consent. Except as may be required by law or as may be required by IBM to perform the Services, neither party may disclose to any third party the terms and conditions of this Agreement, without prior





written consent.

14.7  No Third-Party Beneficiaries

Except as expressly provided in Section 8, this Agreement does not create any intended third party beneficiary rights.

14.8 Personnel

Each party is responsible for the supervision, direction, and control of its respective personnel. IBM reserves the right to determine the assignment of its personnel. IBM may subcontract portions of

                                       8

the Services to Subcontractors and Affiliates selected by IBM.

14.9  No Agency

This Agreement does not create an agency, joint venture, or partnership between the parties.

14.10 Assignment

Customer will not assign this Agreement or any of its rights hereunder without the prior written consent of IBM, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Customer may assign this Agreement to a successor organization by merger, consolidation or acquisition. Any attempted assignment in violation of the foregoing will be void. In any permitted assignment, Customer will remain liable for its obligations hereunder.

14.11 No Resale

Customer shall not resell the Services, in whole or in part.

14.12 Risk of Loss

Risk of loss for all Base Components shall at all times remain with IBM. Risk of loss for all Customer Components shall at all times remain with Customer.

14.13 Force Majeure

Except for payment obligations hereunder, neither party is responsible to fulfill its obligations to the extent due to causes beyond its control.

14.14 Actions Period

Neither party will bring a legal action related to this Agreement more than two years after the cause of action accrued.

14.15 Waiver

The failure of one party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver, nor shall it deprive that party of the right to insist later on adherence thereto. Any waiver must be in writing and signed by an authorized representative of the waiving party.

14.16 Freedom of Action

Each party is free to enter into similar agreements with others.

14.17 Limitation of Licenses

Each of us grants only the licenses expressly specified herein. No other licenses or rights (including licenses or rights under patents) are granted.

14.18 Data Protection

You agree to allow International Business Machines Corporation and entities within its Enterprise to store and use your contact information, including names, phone numbers, and e-mail addresses, anywhere they do business. Such information will be processed and used in connection with our business relationship, and may be provided to contractors, Business Partners, and assignees of IBM Corp. and entities within its Enterprise for uses consistent with their collective business activities, including communicating with you (for example, for processing orders, for promotions, and for marketing research). For personal information processed by IBM on your behalf as part of the Services, IBM will act in accordance with your instructions by following such processing and security obligations as are contained in this Agreement. You also confirm that you are solely responsible for ensuring that any processing and security obligations comply with applicable data protection laws. Your contact information shall not be considered personal information processed on your behalf.

14.19 Geographic Scope

Although it is possible that Services Recipients outside of the United States of America may access Customer's Web site, IBM's delivery of the Services will only occur within the United States of America, and IBM's obligations hereunder are valid only in the United States of America.

14.20 Notices

Any notices required or permitted hereunder will be effective upon receipt and





will be personally delivered; mailed via the postal service; sent by reliable overnight courier; or transmitted by confirmed facsimile. Except for notices under Section 11.3, all notices will be in writing and addressed to the applicable party's designated representative at the address specified in this Agreement. Except as to notices permitted or required under Sections 3 or 8, the parties agree that electronic mail messages sent between them using security procedures sufficient to reasonably authenticate them will be deemed writings. In addition, IBM may provide notice under Section 13.2 by a posting to the Web site identified in Section 1.0(a).

                                       9

Customer and IBM agree that this Agreement, including the Base Terms and applicable attachments and Order Forms, is the complete agreement between the parties relating to the subject matter hereof. This Agreement replaces and supersedes any other prior or contemporaneous agreements or communications between the parties related to the subject matter hereof.

Agreed and Accepted:

Bluefly Inc.                                     International Business Machines                                                  Corporation

By: /s/ Patrick C. Barry                         By: /s/ Maura Lynch Gray   -----------------------------                     ----------------------------   Customer Authorized Signature                        Authorized Signature

Patrick C. Barry         1/9/02                  Maura Lynch Gray        1/14/02 -------------------------------                  ------------------------------- Name (type or print)      Date                   Name (type or print)       Date

Chief Financial Officer and Chief Operating Officer                                Business Unit Executive ---------------------------------                ------------------------------- Title                                            Title

Customer number:                                 Agreement number: Customer address: 42 West 39th Street 9th Floor NY,NY 10018

                                                 Engagement number:                                                  IBM contract representative:                                                  IBM Services identifier:  FL

After signing, please return a copy of this Agreement to the following address:

IBM Global Services 3109 W. Dr. M. L. King, Jr. Blvd. Tampa, FL 33607 Attention:  Order Fulfillment Services

                                       10 
Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?

Except as expressly provided in Section 8, this Agreement does not create any intended third party beneficiary rights.