Common use of Appointment and Obligations Clause in Contracts

Appointment and Obligations. The Company hereby appoints Xxxxxxx Xxxxx, and Xxxxxxx Xxxxx hereby accepts such appointment, as the exclusive Remarketing Agent to remarket the Debt Securities (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) in the manner specified in Section 2(b) below and in connection therewith to determine, in consultation with the Company and in the manner provided for in the Indenture, the Debt Securities and the Purchase Contract Agreement, (i) the reset interest rate that the Remarketing Agent believes will, when applied to the Debt Securities (with any extension of the maturity date as determined by the Company pursuant to the Indenture taken into account), enable the aggregate principal amount of the Debt Securities being remarketed to be sold at a price equal to at least (1) on any Remarketing Date other than on the fifth, fourth or third Business Day immediately preceding February 16, 2007, the Remarketing Value or (2) on the fifth, fourth or third Business Day immediately preceding February 16, 2007, the Contract Settlement Value; and (ii) if a Reset Date occurs on a date that is not August 16, 2006, November 16, 2006, or February 16, 2007, (1) the minimum integral multiple number of (A) Income PRIDES and Growth PRIDES required to make Collateral Substitutions and (B) Income PRIDES required to effect Early Settlement, and (2) the percentage of the undivided beneficial ownership interest in the Remarketing Treasury Portfolio constituting the Applicable Ownership Interest therein with respect to each Payment Date that follows such Reset Date. The reset interest rate with respect to a Remarketing Date on which a successful remarketing occurs shall be the "Reset Rate." In connection with any remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request) or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Notwithstanding anything herein to the contrary, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days' written notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations. The Company hereby appoints Xxxxxxx Xxxxx, and Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the exclusive Remarketing Reset Agent to remarket the Debt Securities (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) in the manner specified in Section 2(b) below and in connection therewith to determine, in consultation with the Company and in the manner provided for in the Indenture, the Debt Securities and the Purchase Contract Agreement, (ia) the reset interest rate Reset Rate, that in the Remarketing Agent believes opinion of the Reset Agent, will, when applied to the Debt Securities (with any extension of the maturity date as determined by the Company pursuant to the Indenture taken into account)Securities, enable the aggregate principal amount of the Debt Securities being remarketed to be sold at a price have an approximate aggregate market value equal to at least (1) on any Remarketing Date (other than on the fifth, fourth or third Business Day immediately preceding February August 16, 20072006), the Remarketing Value or (2) on the fifth, fourth or third Business Day immediately preceding February August 16, 20072006, the Contract Settlement Value; and (iib) if a Reset Date occurs on a date that is not February 16, 2006, May 16, 2006 or August 16, 2006, November 16, 2006, or February 16, 2007, (1) the minimum integral multiple number of (A) Income PRIDES and Growth PRIDES required to make Collateral Substitutions and (B) Income PRIDES required to effect Early Settlementas defined in the Purchase Contract Agreement), and (2) the percentage of the undivided beneficial ownership interest in the Remarketing Treasury Portfolio constituting the Applicable Ownership Interest therein with respect to each Payment Date that follows such Reset Date. The reset interest rate with respect ; and (ii) as the exclusive Remarketing Agent to a remarket the Debt Securities (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) (1) on any Remarketing Date that is not the third Business Day immediately preceding the Contract Settlement Date, to remarket (A) the Pledged Debt Securities of Income PRIDES Holders who have not already settled their Purchase Contracts, and (B) any Other Debt Securities of the holders who have elected to have their Debt Securities so remarketed, for settlement on which the third Business Day following such Remarketing Date, or (2) unless the Debt Securities have been successfully remarketed or called for a successful remarketing occurs shall be Tax Event Redemption, on the "Reset Rate." third Business Day immediately preceding the Purchase Contract Settlement Date, to remarket (A) the Pledged Debt Securities of Income PRIDES Holders who have not already settled their Purchase Contracts and who have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the Purchase Contracts through Cash Settlement, and (B) any Other Debt Securities of the holders who have elected to have their Debt Securities so remarketed, in each case, as provided in the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Debt Securities and this Agreement, for settlement on the Purchase Contract Settlement Date. In connection with any remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request) or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Notwithstanding anything herein to the contrary, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days' written notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.

Appointment and Obligations. The Company hereby appoints Xxxxxxx Xxxxx, and Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the exclusive Remarketing Agent to remarket the Debt Securities (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) in the manner specified in Section 2(b) below and in connection therewith to determine, in consultation with the Company and in the manner provided for in the Indenture, the Debt Securities and the Purchase Contract Agreement, (ia) the reset interest rate that the Remarketing Agent believes will, when applied to the Debt Securities (with any extension of the maturity date as determined by the Company pursuant to the Indenture taken into account), enable the aggregate principal amount of the Debt Securities being remarketed to be sold at a price equal to at least (1) on any Remarketing Date (other than on the fifth, fourth or third Business Day immediately preceding February 16, 2007), the Remarketing Value or (2) on the fifth, fourth or third Business Day immediately preceding February 16, 2007, the Contract Settlement Value; and (iib) if a Reset Date occurs on a date that is not August 16, 2006, November 16, 2006, or February 16, 2007, (1) the minimum integral multiple number of (A) Income PRIDES and Growth PRIDES required to make Collateral Substitutions and (B) Income PRIDES required to effect Early Settlementas defined in the Purchase Contract Agreement), and (2) the percentage of the undivided beneficial ownership interest in the Remarketing Treasury Portfolio constituting the Applicable Ownership Interest therein with respect to each Payment Date that follows such Reset Date; and (ii) as the exclusive Remarketing Agent to remarket the Debt Securities (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) in the manner specified in Section 2(b) below. The reset interest rate with respect to a Remarketing Date on which a successful remarketing occurs shall be the "Reset Rate." In connection with any remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request) or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Notwithstanding anything herein to the contrary, Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company agrees that Xxxxxxx Xxxxx shall have the right, on 15 Business Days' written notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent.