Common use of Remarketing Agent's Performance; Duty of Care; Supervising Obligations Clause in Contracts

Remarketing Agent's Performance; Duty of Care; Supervising Obligations. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Purchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or the Purchase Contract Agreement. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement or the Purchase Contract Agreement as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Debentures in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the bad faith, negligence or willful misconduct on its part. The Remarketing Agent may, but shall not be obligated to, purchase Remarketed Debentures for its own account. If at any time during the term of this Agreement, any event of default under the Indenture or any event that with the passage of time or the giving of notice or both would become an event of default under the Indenture has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agent under this Agreement shall be suspended until such default or event has been cured. The Company will cause the Indenture Trustee and the Purchase Contract Agent to give the Remarketing Agent notice of all such defaults and events of which such trustee or agent is aware.

Remarketing Agent's Performance; Duty of Care; Supervising Obligations. The duties and obligations of the Remarketing Agent Agents shall be determined solely by the express provisions of this Agreement, the Purchase Contract Agreement and the Purchase Contract AgreementDeclaration. No implied covenants or obligations of or against the Remarketing Agent Agents shall be read into this Agreement, the Purchase Contract Agreement or the Purchase Contract AgreementDeclaration. In the absence of bad faith on the part of the a Remarketing Agent, the such Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement or Agreement, the Purchase Contract Agreement or the Declaration as to the truth of the statements expressed in any of such documents. The A Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing AgentAgents, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Debentures Trust Preferred Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the bad faith, negligence faith or willful misconduct on its part. The Each Remarketing Agent may, but shall not be obligated to, purchase Remarketed Debentures Trust Preferred Securities for its own account. If at any time during the term of this Agreement, any event Event of default Default under the Indenture or the Declaration, or any event that with the passage of time or the giving of notice or both would become an event Event of default Default under the Indenture or the Declaration, has occurred and is continuing under the IndentureIndenture or the Declaration, then the obligations and duties of the Remarketing Agent Agents under this Agreement shall be suspended until such default or event has been cured. The Company will cause the Indenture Trustee and Trustee, the Purchase Contract Agent and the Regular Trustees to give the Remarketing Agent Agents notice of all such defaults and events of which such trustee trustee, agent or agent administrator is aware.

Remarketing Agent's Performance; Duty of Care; Supervising Obligations. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Purchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or the Purchase Contract Agreement. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement or the Purchase Contract Agreement as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company Company, the Trust or to any holder of Remarketed Debentures Preferred Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the bad faith, negligence or willful misconduct on its part. The Remarketing Agent may, but shall not be obligated to, purchase Remarketed Debentures Preferred Securities for its own account. If at any time during the term of this Agreement, any event of default under the Indenture Indenture, Declaration or the Guarantee or any event that with the passage of time or the giving of notice or both would become an event of default under the Indenture Indenture, the Declaration or the Guarantee has occurred and is continuing under the Indenture, the Declaration or the Guarantee, as the case may be, then the obligations and duties of the Remarketing Agent under this Agreement shall be suspended until such default or event has been cured. The Company will cause the Indenture Trustee, the Property Trustee and the Guarantee Trustee and the Purchase Contract Agent to give the Remarketing Agent notice of all such defaults and events of which such trustee or agent is aware.

Remarketing Agent's Performance; Duty of Care; Supervising Obligations. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement, the Purchase Contract Agreement, the LLC Agreement and the Purchase Contract Trust Agreement. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement, the Purchase Contract Agreement, the LLC Agreement or the Purchase Contract Trust Agreement. In the absence of gross negligence, bad faith or willful misconduct on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement, the Purchase Contract Agreement, the LLC Agreement or the Purchase Contract Trust Agreement as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Debentures Trust Preferred Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the gross negligence, bad faith, negligence faith or willful misconduct on its part. The Remarketing Agent may, but shall not be obligated to, to purchase Remarketed Debentures Trust Preferred Securities (or LLC Preferred Securities or Notes, as the case may be, if either the LLC Preferred Securities or Notes are Remarketed) for its own account. If at any time during the term of this Agreement, any event Event of default Default under the Indenture Indenture, the LLC Agreement or the Trust Agreement, or any event that with the passage of time or the giving of notice or both would become an event on Event of default Default under the Indenture Indenture, the LLC Agreement or the Trust Agreement, has occurred and is continuing under the Indenture, the LLC Agreement or the Trust Agreement, then the obligations and duties of the Remarketing Agent under this Agreement shall be suspended until such default or event has been cured. The Company will cause the Indenture Trustee and Trustee, the Purchase Contract Agent and the Regular Trustees to give the Remarketing Agent notice of all such defaults and events of which such trustee trustee, agent or agent administrator is aware.

Remarketing Agent's Performance; Duty of Care; Supervising Obligations. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Purchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or the Purchase Contract Agreement. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement or the Purchase Contract Agreement as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Debentures Notes in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the bad faith, negligence or willful misconduct on its part. The Remarketing Agent may, but shall not be obligated to, purchase Remarketed Debentures Notes for its own account. If at any time during the term of this Agreement, any event of default under the Indenture or any event that with the passage of time or the giving of notice or both would become an event of default under the Indenture has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agent under this Agreement shall be suspended until such default or event has been cured. The Company will cause the Indenture Trustee and the Purchase Contract Agent to give the Remarketing Agent notice of all such defaults and events of which such trustee or agent is aware.

Remarketing Agent's Performance; Duty of Care; Supervising Obligations. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement, the Purchase Contract Agreement and the Purchase Contract AgreementDeclaration. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement, the Purchase Contract Agreement or the Purchase Contract AgreementDeclaration. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement or Agreement, the Purchase Contract Agreement or the Declaration as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Debentures Trust Preferred Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the bad faith, negligence faith or willful misconduct on its part. The Remarketing Agent may, but shall not be obligated to, to purchase Remarketed Debentures Trust Preferred Securities for its own account. If at any time during the term of this Agreement, any event Event of default Default under the Indenture or the Declaration, or any event that with the passage of time or the giving of notice or both would become an event on Event of default Default under the Indenture or the Declaration, has occurred and is continuing under the IndentureIndenture or the Declaration, then the obligations and duties of the Remarketing Agent under this Agreement shall be suspended until such default or event has been cured. The Company will cause the Indenture Trustee and the Purchase Contract Agent to give the Remarketing Agent notice of all such defaults and events of which such trustee or agent is aware.been