an Event of Default (as such term is defined in the Indenture). Section 3. [Reserved.] Section 4. Fees and Expenses. (a) If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities. (b) The Company agrees to pay: (i) the costs incident to the preparation and printing of the Prospectus and any amendments or supplements thereto; (ii) the costs of distributing the Prospectus and any amendments or supplements thereto; 16 (iii) the fees and expenses of qualifying the Remarketing Securities under the securities laws of the several jurisdictions as provided in Section 5(b) and of preparing and distributing a Blue Sky Memorandum (including related fees and expenses of counsel to the Remarketing Agent); and (iv) all other costs and expenses incident to the performance of the obligations of the Issuers hereunder. The Trust shall not be liable for any fees and expenses in this Section. Section 5. Further Agreements of the Company. The Company agrees to use its reasonable best efforts: (a) To furnish promptly to the Remarketing Agent and to counsel to the Remarketing Agent, copies of the Prospectus (and all amendments and supplements thereto) in each case as soon as available and in such quantities as the Remarketing Agent reasonably requests for internal use and for distribution to prospective purchasers. The Company will pay the expenses of printing and distributing to the Remarketing Agent all such documents. (b) To deliver promptly to the Remarketing Agent in New York City such number of the following documents as the Remarketing Agent