Common use of Consent Rights of the Majority Participants to Certain Actions Clause in Contracts

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Shares. (b) The Fund issuing or suffering to exist any "senior security" (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the VMTP Shares acquired as contemplated by this Agreement; (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "senior security" is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "senior security" or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the Articles, except as permitted by the Charter or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter or the Articles, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Shares differentially from the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) In addition, the designation by the Fund of a replacement (the "Replacement") to the Benchmark from One-Month Term SOFR in the Articles, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 of the Articles, unless the Fund and the Majority Beneficial Owners agree in writing to implementation of the Replacement pursuant to other provisions of the Articles.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the New VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the New VMTP Shares. (b) The Fund issuing or suffering to exist any "“senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the New VMTP Shares acquired as contemplated by issued and sold pursuant to this Agreement; (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iviii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the New VMTP Shares and the payment of costs incurred in connection therewith; and (viv) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance non­compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter Declaration or the ArticlesStatement, except as permitted by the Charter Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the New VMTP Shares differentially from the rights of the holders of the Common Shares.; or (e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Articles Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the New VMTP Shares and costs incurred in connection therewith). (f) . In addition, if the designation by Board of Trustees shall designate a replacement to the London Inter-Bank Offered Rate pursuant to the definition of London Inter-Bank Offered Rate contained in the Statement, the Fund shall notify the Holders of the New VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement (the "Replacement") to the Benchmark from One-Month Term SOFR in the Articles, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each such index as defined in the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 of the Articles, unless agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in writing to implementation effect for purposes of the Replacement pursuant to other provisions of Statement until a new index has been approved by the ArticlesFund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Series 3 VRDP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the VMTP Series 1, the Series 3 and Series 3 Variable Rate Demand Preferred Shares acquired outstanding as contemplated of the date hereof or any other Preferred Shares to be issued in the future by this Agreement; the Fund as permitted by the Statement and the Notice, (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding Series 3 VRDP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Special Rate Period to which this Agreement relates or the Notice, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Series 3 VRDP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.4(g) and 2.16 2.14 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Notice. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR month LIBOR pursuant to the definition of One-month LIBOR contained in the ArticlesNotice, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesSeries 3 VRDP Shares within five (5) Business Days of such designation, unless and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to One-month LIBOR in writing to implementation effect for purposes of the Replacement pursuant Notice until a new replacement to other provisions of One-month LIBOR has been approved by the ArticlesFund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP MFP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the VMTP Series A MuniFund Preferred Shares acquired outstanding as contemplated of the date hereof or any other Preferred Shares to be issued in the future by this Agreement; the Fund as permitted by the Statement and the Variable Rate Mode Supplement, (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle investment vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Variable Rate Mode to which this Agreement relates or the Variable Rate Mode Supplement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP MFP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.3(g) and 2.16 2.11 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Mode Supplement. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR SIFMA Municipal Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the ArticlesVariable Rate Mode Supplement, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesMFP Shares within five (5) Business Days of such designation, unless and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to the SIFMA Municipal Swap Index in writing to implementation effect for purposes of the Replacement pursuant Variable Rate Mode Supplement until a new replacement to other provisions of the ArticlesSIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Series 2 VRDP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the VMTP Series 1, the Series 2 and Series 3 Variable Rate Demand Preferred Shares acquired outstanding as contemplated of the date hereof or any other Preferred Shares to be issued in the future by this Agreement; the Fund as permitted by the Statement and the Notice, (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding Series 2 VRDP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Special Rate Period to which this Agreement relates or the Notice, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Series 2 VRDP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.4(g) and 2.16 2.14 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Notice. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR month LIBOR pursuant to the definition of One-month LIBOR contained in the ArticlesNotice, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesSeries 2 VRDP Shares within five (5) Business Days of such designation, unless and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to One-month LIBOR in writing to implementation effect for purposes of the Replacement pursuant Notice until a new replacement to other provisions of One-month LIBOR has been approved by the ArticlesFund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP MFP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the VMTP Series 1 Variable Rate Demand Preferred Shares, the Series 2 Variable Rate Demand Preferred Shares, the Series 3 Variable Rate Demand Preferred Shares, the Series 4 Variable Rate Demand Preferred Shares, the Series 5 Variable Rate Demand Preferred Shares, the Series A MuniFund Preferred Shares acquired and the Series C MuniFund Preferred Shares outstanding on the date hereof and any other Preferred Shares to be issued in the future by the Fund as contemplated permitted by this Agreement; the Statement and the Supplement, (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Variable Rate Mode to which this Agreement relates or the Supplement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP MFP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.3(g) and 2.16 2.10 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Supplement. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR SIFMA Municipal Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the ArticlesSupplement, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesMFP Shares within five (5) Business Days of such designation, unless and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to the SIFMA Municipal Swap Index in writing to implementation effect for purposes of the Replacement pursuant Supplement until a new replacement to other provisions of the ArticlesSIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Series 1 VRDP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the VMTP Series 2 Variable Rate Demand Preferred Shares, the Series 3 Variable Rate Demand Preferred Shares, the Series A MuniFund Preferred Shares, the Series B MuniFund Preferred Shares acquired and the Series C MuniFund Preferred Shares outstanding on the date hereof and any other Preferred Shares to be issued in the future by the Fund as contemplated permitted by this Agreement; the Statement and the Notice, (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding Series 1 VRDP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Special Rate Period to which this Agreement relates or the Notice, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Series 1 VRDP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.4(g) and 2.16 2.14 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Notice. In addition, the designation by the Fund Board of Trustees of a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR month LIBOR pursuant to the definition of One-month LIBOR contained in the ArticlesNotice, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in the Articlesevent that One-month LIBOR no longer appears or is not otherwise calculable as provided therein (the date of such event, the “Unavailability Date”), shall be subject to the prior written consent of the Majority Participants, which consent shall not be unreasonably withheld. If applicable, One-month LIBOR from the Unavailability Date to the date the Replacement (as applicable, shall be governed in the form initially approved by the terms and conditions as set forth Board of Trustees or, if different, in Section 2.20 of the Articles, unless form subsequently agreed by the Fund and the Majority Beneficial Owners agree in writing to implementation Participants) becomes effective with the prior written consent of the Replacement pursuant Majority Participants as provided above, shall be equal to other provisions of One-month LIBOR as in effect immediately prior to the ArticlesUnavailability Date.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Series 1 VRDP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the VMTP Series 1 Variable Rate Demand Preferred Shares acquired outstanding as contemplated of the date hereof or any other Preferred Shares to be issued in the future by this Agreement; the Fund as permitted by the Statement and the Notice, (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding Series 1 VRDP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Special Rate Period to which this Agreement relates or the Notice, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Series 1 VRDP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.4(g) and 2.16 2.14 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Notice. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR month LIBOR pursuant to the definition of One-month LIBOR contained in the ArticlesNotice, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesSeries 1 VRDP Shares within five (5) Business Days of such designation, unless and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to One-month LIBOR in writing to implementation effect for purposes of the Replacement pursuant Notice until a new replacement to other provisions of One-month LIBOR has been approved by the ArticlesFund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency Agency, with respect to the VMTP Shares. (b) The Fund Issuer issuing or suffering to exist any "“senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (ix) the VMTP Shares acquired as contemplated by this Agreement; issued pursuant to the Reorganization, (iiy) the other Variable Rate MuniFund Term Preferred Shares and the Variable Rate Demand Preferred Shares set forth on Exhibit F hereto, or (z)(i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ivii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and the payment of costs incurred in connection therewith; , and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund Issuer exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund Issuer (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property (y) held under the Charter Declaration or the ArticlesStatement, except as permitted by the Charter Declaration or the Statement or (z) deposited with agents, such as tender and paying agents as provided under the Statement, or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within five (5) Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Shares differentially from the rights of the holders of the Common Shares.; or (e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Articles Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) . In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "Replacement") to the Benchmark from One-Month Term SOFR S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the ArticlesStatement, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Issuer shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesVMTP Shares within five (5) Business Days of such designation, unless and if within thirty (30) days of such notice the Fund Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Issuer and the Majority Beneficial Owners agree Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in writing to implementation effect for purposes of the Replacement pursuant to other provisions of Statement until a new index has been approved by the ArticlesIssuer and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP MFP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the VMTP Series 1, Series 2 and Series 3 Variable Rate Demand Preferred Shares acquired and the Series A and the Series B MuniFund Preferred Shares outstanding as contemplated of the date hereof and any other Preferred Shares to be issued in the future by this Agreement; the Fund as permitted by the Statement and the Supplement, (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Adjustable Rate Variable Rate Mode to which this Agreement relates or the Supplement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP MFP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.3(g) and 2.16 2.12 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Supplement. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR SIFMA Municipal Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the ArticlesSupplement, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesMFP Shares within five (5) Business Days of such designation, unless and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In the event of any such objection, the Replacement initially approved by the Board of Trustees shall be the replacement to the SIFMA Municipal Swap Index in writing to implementation effect for purposes of the Replacement pursuant Supplement until a new replacement to other provisions of the ArticlesSIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP MFP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the VMTP Series 1 Variable Rate Demand Preferred Shares, the Series 2 Variable Rate Demand Preferred Shares, the Series 3 Variable Rate Demand Preferred Shares, the Series 4 Variable Rate Demand Preferred Shares, the Series 5 Variable Rate Demand Preferred Shares, the Series A MuniFund Preferred Shares acquired and the Series B MuniFund Preferred Shares outstanding on the date hereof and any other Preferred Shares to be issued in the future by the Fund as contemplated permitted by this Agreement; the Statement and the Supplement, (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Variable Rate Mode to which this Agreement relates or the Supplement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP MFP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.3(g) and 2.16 2.10 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Supplement. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR SIFMA Municipal Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the ArticlesSupplement, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesMFP Shares within five (5) Business Days of such designation, unless and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to the SIFMA Municipal Swap Index in writing to implementation effect for purposes of the Replacement pursuant Supplement until a new replacement to other provisions of the ArticlesSIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Shares. (b) The Fund issuing or suffering to exist any "“senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the VMTP Shares acquired as contemplated by issued and sold pursuant to this Agreement; Agreement or indebtedness for borrowed money of the Fund, except (iii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ivii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith; , and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter Declaration or the ArticlesStatement, except as permitted by the Charter Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five (5) Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Shares differentially from the rights of the holders of the Common Shares.; or (e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Articles Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) of the Statement. In addition, if the designation by Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement (the "Replacement") to the Benchmark from One-Month Term SOFR in the Articles, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each such index as defined in the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 of the Articles, unless agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in writing to implementation effect for purposes of the Replacement pursuant to other provisions of Statement until a new index has been approved by the ArticlesFund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Shares. (b) The Fund issuing or suffering to exist any "“senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the VMTP Shares acquired as contemplated by issued and sold pursuant to this Agreement; Agreement or indebtedness for borrowed money of the Fund, except (iii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ivii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith; , and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter Declaration or the ArticlesStatement, except as permitted by the Charter Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Shares differentially from the rights of the holders of the Common Shares.; or (e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Articles Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) . In addition, if the designation by Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement (the "Replacement") to the Benchmark from One-Month Term SOFR in the Articles, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each such index as defined in the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 of the Articles, unless agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in writing to implementation effect for purposes of the Replacement pursuant to other provisions of Statement until a new index has been approved by the ArticlesFund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Shares. (b) The Fund issuing or suffering to exist any "“senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the VMTP Shares acquired as contemplated by issued and sold pursuant to this Agreement; (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the Articles, except as permitted by the Charter or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter or the Articles, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Shares differentially from the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Articles (other Articles(other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) In addition, the designation by the Fund of a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR LIBOR in the Articles, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 of the Articles, unless the Fund and the Majority Beneficial Owners agree in writing to implementation of the Replacement pursuant to other provisions of the Articles.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP MFP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) senior securities consisting of indebtedness, which indebtedness shall be paid off on the VMTP Shares acquired as contemplated by this Agreement; date hereof (ii) borrowings for temporary purposes in an amount not to exceed 5% the Series A MuniFund Preferred Shares outstanding as of the assets of date hereof or any Preferred Shares other than Series A MuniFund Preferred Shares to be issued in the Fundfuture by the Fund as permitted by the Statement and the Variable Rate Mode Supplement, which borrowings are repaid within sixty (60iii) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viv) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle investment vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Variable Rate Mode to which this Agreement relates or the Variable Rate Mode Supplement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP MFP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.3(g) and 2.16 2.11 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Mode Supplement. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR SIFMA Municipal Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the ArticlesVariable Rate Mode Supplement, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesMFP Shares within five (5) Business Days of such designation, unless and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to the SIFMA Municipal Swap Index in writing to implementation effect for purposes of the Replacement pursuant Variable Rate Mode Supplement until a new replacement to other provisions of the ArticlesSIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Shares. (b) The Fund issuing or suffering to exist any "“senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the VMTP Shares acquired as contemplated by issued and sold pursuant to this Agreement; (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the Articles, except as permitted by the Charter or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter or the Articles, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Shares differentially from the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) In addition, the designation by the Fund of a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR LIBOR in the Articles, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 of the Articles, unless the Fund and the Majority Beneficial Owners agree in writing to implementation of the Replacement pursuant to other provisions of the Articles.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Series 1 VRDP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the VMTP Series 2 and Series 3 Variable Rate Demand Preferred Shares acquired outstanding as contemplated by this Agreement; of the date hereof, (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding Series 1 VRDP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , or senior securities consisting of Preferred Shares, which, or the proceeds from the issuance of which, will be used only for the exchange (for Preferred Shares other than Series 1 VRDP Shares), redemption, repayment or repurchase of any outstanding senior securities, including Preferred Shares, and the payment of costs incurred in connection therewith, provided, in each case, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereofDeclaration. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Special Rate Period to which this Agreement relates or the Notice, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Series 1 VRDP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.4(g) and 2.16 or 2.13 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Notice. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR month LIBOR pursuant to the definition of One-month LIBOR contained in the ArticlesNotice, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesSeries 1 VRDP Shares within five (5) Business Days of such designation, unless and, if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to One-month LIBOR in writing to implementation effect for purposes of the Replacement pursuant Notice until a new replacement to other provisions of One-month LIBOR has been approved by the ArticlesFund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP MFP Shares. (b) The Fund issuing or suffering to exist any other "senior security" (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the Old VMTP Shares acquired outstanding as contemplated of the date hereof or any other Preferred Shares to be issued in the future by this Agreement; the Fund as permitted by the Statement and the Variable Rate Mode Supplement, (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "senior security" is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "senior security" or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Variable Rate Mode to which this Agreement relates or the Variable Rate Mode Supplement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP MFP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.3(g) and 2.16 2.11 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Mode Supplement. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "Replacement") to the Benchmark from One-Month Term SOFR SIFMA Municipal Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the ArticlesVariable Rate Mode Supplement, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesMFP Shares within five (5) Business Days of such designation, unless and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to the SIFMA Municipal Swap Index in writing to implementation effect for purposes of the Replacement pursuant Variable Rate Mode Supplement until a new replacement to other provisions of the ArticlesSIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP MFP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the VMTP Series B MuniFund Preferred Shares, the MFP Shares, including the Existing Series A MFP Shares acquired and the Additional MFP Shares, outstanding as contemplated of the date hereof or any Preferred Shares other than Series A MuniFund Preferred Shares to be issued in the future by this Agreement; the Fund as permitted by the Statement and the Variable Rate Mode Supplement, (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle investment vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Variable Rate Mode to which this Agreement relates or the Variable Rate Mode Supplement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP MFP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.3(g) and 2.16 2.11 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Mode Supplement. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR SIFMA Municipal Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the ArticlesVariable Rate Mode Supplement, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesMFP Shares within five (5) Business Days of such designation, unless and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to the SIFMA Municipal Swap Index in writing to implementation effect for purposes of the Replacement pursuant Variable Rate Mode Supplement until a new replacement to other provisions of the ArticlesSIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP MFP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the VMTP MFP Shares, including the Existing MFP Shares acquired and the Additional MFP Shares, outstanding as contemplated by this Agreement; (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of date hereof or any Preferred Shares other than Series A MuniFund Preferred Shares to be issued in the Fundfuture by the Fund as permitted by the Statement and the Variable Rate Mode Supplement, which borrowings are repaid within sixty (60iii) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viv) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle investment vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Variable Rate Mode to which this Agreement relates or the Variable Rate Mode Supplement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP MFP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.3(g) and 2.16 2.11 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Mode Supplement. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR SIFMA Municipal Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the ArticlesVariable Rate Mode Supplement, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesMFP Shares within five (5) Business Days of such designation, unless and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to the SIFMA Municipal Swap Index in writing to implementation effect for purposes of the Replacement pursuant Variable Rate Mode Supplement until a new replacement to other provisions of the ArticlesSIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Series 1 VRDP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) any other Preferred Shares to be issued in the VMTP Shares acquired future by the Fund as contemplated permitted by this Agreement; the Statement and the Notice, (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding Series 1 VRDP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Special Rate Period to which this Agreement relates or the Notice, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Series 1 VRDP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.4(g) and 2.16 2.14 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Notice. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR month LIBOR pursuant to the definition of One-month LIBOR contained in the ArticlesNotice, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesSeries 1 VRDP Shares within five (5) Business Days of such designation, unless and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to One-month LIBOR in writing to implementation effect for purposes of the Replacement pursuant Notice until a new replacement to other provisions of One-month LIBOR has been approved by the ArticlesFund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Series 1 VRDP Shares. (b) The Fund issuing or suffering to exist any "other “senior security" ” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the VMTP Shares acquired as contemplated by this Agreement; (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding Series 1 VRDP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , or senior securities consisting of Preferred Shares, which, or the proceeds from the issuance of which, will be used only for the exchange (for Preferred Shares other than Series 1 VRDP Shares), redemption, repayment or repurchase of any outstanding senior securities, including Preferred Shares, and the payment of costs incurred in connection therewith, provided, in each case, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (vii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "“senior security" ” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "“senior security" ” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereofDeclaration. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Special Rate Period to which this Agreement relates or the Notice, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Series 1 VRDP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.4(g) and 2.16 or 2.13 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Notice. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "“Replacement"”) to the Benchmark from One-Month Term SOFR month LIBOR pursuant to the definition of One-month LIBOR contained in the ArticlesNotice, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in Fund shall notify the Articles), as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 Holders of the ArticlesSeries 1 VRDP Shares within five (5) Business Days of such designation, unless and, if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to One-month LIBOR in writing to implementation effect for purposes of the Replacement pursuant Notice until a new replacement to other provisions of One-month LIBOR has been approved by the ArticlesFund and the Majority Participants.

Consent Rights of the Majority Participants to Certain Actions. For so long as none of the VMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Directors Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Series 2 VRDP Shares. (b) The Fund issuing or suffering to exist any other "senior security" (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than ), except (i) the VMTP Series 1 Variable Rate Demand Preferred Shares, the Series 3 Variable Rate Demand Preferred Shares, the Series A MuniFund Preferred Shares, the Series B MuniFund Preferred Shares acquired and the Series C MuniFund Preferred Shares outstanding on the date hereof and any other Preferred Shares to be issued in the future by the Fund as contemplated permitted by this Agreement; the Statement and the Notice, (ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iv) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding Series 2 VRDP Shares, and the VMTP Shares and payment of costs incurred in connection therewith; , provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "senior security" is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "senior security" or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the ArticlesDeclaration, except as permitted by the Charter Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust or similar vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Charter Declaration or the ArticlesStatement applicable to the Special Rate Period to which this Agreement relates or the Notice, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the VMTP Series 2 VRDP Shares differentially from differently from, and adversely relative to, the rights of the holders of the Common Shares. (e) Approval of any action to be taken pursuant to Sections 2.6(g2.4(g) and 2.16 2.14 of the Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the VMTP Shares and costs incurred in connection therewith). (f) Notice. In addition, if the designation by the Fund Board of Trustees shall designate a replacement (the "Replacement") to the Benchmark from One-Month Term SOFR month LIBOR pursuant to the definition of One-month LIBOR contained in the ArticlesNotice, upon the occurrence Fund agrees that the designation of the Replacement shall be made in good faith and in a Benchmark Transition Event commercially reasonable manner with an appropriate alternate benchmark rate (including any mathematical or an Early Opt-other adjustments to the benchmark (if any) incorporated therein) intended to produce dividend rate levels on the Series 2 VRDP Shares comparable to the dividend rate levels that would apply if the Replacement had not occurred. The Fund shall notify the Holders of the Series 2 VRDP Shares within five (5) Business Days of such designation, and if within fifteen (15) days of such notice the Majority Participants shall have objected in Election writing to the Replacement (each as defined in such date, the Articles"Objection Date"), the Board of Trustees shall designate a replacement to the Replacement as applicable, shall be governed by the terms and conditions as set forth in Section 2.20 of the Articles, unless agreed to between the Fund and the Majority Beneficial Owners agree Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to One-month LIBOR in writing to implementation effect for purposes of the Notice until a new replacement to One-month LIBOR has been approved by the Fund and the Majority Participants. In the event the Fund and Majority Participants fail to agree on a new Replacement pursuant to other provisions within fifteen (15) days of the ArticlesObjection Date (such date, the "Replacement Agreement Deadline"), the Series 2 VRDP Shares shall be deemed to be subject to Mandatory Tender for a Transition Remarketing on the date that is ninety (90) days subsequent to the Replacement Agreement Deadline.