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contribute an amount in excess of the total fees paid to the Remarketing Agent in connection with the Bonds
to the date of the contribution. The contribution provided for in this paragraph shall also extend, without
limitation, to any and all expenses whatsoever reasonably incurred in connection with investigating,
preparing for or defending against, or providing evidence, producing documents or taking any other
reasonable action in respect of, any such Liability (or action in respect thereof), whether or not resulting in
any Liability, and shall include any loss to the extent of the aggregate amount paid in settlement of any
litigation, commenced or threatened, or of any Liability whatsoever as set forth herein if such settlement is
effected with the written consent of the Borrower. For purposes of this paragraph, each Indemnified Party
shall, under the same circumstances, have the same rights to contribution as does the Remarketing Agent
hereunder. Within a reasonable time after an Indemnified Party entitled to contribution under this paragraph
shall have been served with the summons or other first legal process or shall have received written notice
of the threat of a Liability in respect of which contribution may be sought hereunder, such Indemnified
Party shall, if a claim for contribution is to be made against the Borrower under this paragraph, notify the
Borrower in writing of the commencement thereof; but the omission to so notify the Borrower shall not
relieve the Borrower from any liability that it may have other than pursuant to this paragraph; provided,
however, that any notice given by the Remarketing Agent for purposes of, and as provided in, paragraph
(c) of this Section shall constitute notice for purposes of this paragraph. Nothing herein shall require the
Borrower to contribute, or that any Indemnified Party contribute, to any Liabilities arising out of gross
negligence, fraud, misrepresentation or willful misconduct by another party if the contributing party is not
guilty of such conduct.
(f) The Borrower agrees to reimburse any Indemnified Party for any expense (including
reasonable fees and expenses of counsel) incurred as a result of producing documents, presenting testimony
or evidence, or preparing to present testimony or evidence (based upon time expended by an Indemnified
Party at its then current time charges), in connection with any court or administrative proceeding (including
any investigation which may be preliminary thereto) arising out of or relating to any public distribution of
the Bonds. The Borrower, however, will not be required to reimburse any Indemnified Party if such court
or administrative hearing arises out of gross negligence, fraud, misrepresentation, or willful misconduct by
an Indemnified Party.
Section 7. Fees and Expenses.
In consideration of the services to be performed by the Remarketing Agent under this Agreement,
the Borrower agrees to pay to the Remarketing Agent the following fees:
(a) a one-time remarketing fee payable upon the Initial Mandatory Tender Date upon
the remarketing of the Bonds to be agreed upon by the Borrower and the Remarketing Agent at
least 30 days prior to the Initial Mandatory Tender Date; and
(b) expenses reasonably incurred by the Remarketing Agent in connection with its
services hereunder, including fees incurred in connection with the registration of the Bonds under
any state securities laws, and including reasonable expenses in connection with preparation of a
new official statement or other offering materials as provided in Section 5 (including, but not
limited to, reasonable counsel fees and disbursements).
Payment of the fees and expenses referred to in clauses (a), (b) and (c) of the first sentence of this
Section shall be made by the Borrower as soon as practicable upon receipt of an invoice therefor from the
Remarketing Agent. Payment of the fee shall be made by the Borrower on the effective date of the
establishment of a reset rate, and shall include all reasonable costs relating to the preparation of any
Disclosure Documents in connection with the establishment of a reset rate. The Borrower agrees to pay the
Remarketing Agent鈥檚 fees and expenses under this Agreement without regard to any claim, set-off, defense,
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