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

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, 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 shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed 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 (a) judicially determined to have resulted from its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, 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 partiesparties except as otherwise set forth herein. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third eighth Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed 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 (ai) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (bii) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent Agents shall be determined solely by the express provisions of this Agreement and the Transaction DocumentsIndenture. No implied covenants or obligations of or against the Remarketing Agent Agents shall be read into any of this Agreement or the Transaction DocumentsIndenture. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing AgentAgents, the Remarketing Agent Agents may conclusively rely upon any document furnished to itthem, which purports to conform to the requirements of this Agreement and the Indenture, as to the truth of the statements expressed in any of such documents. The Remarketing Agent Agents shall be protected in acting upon any document or communication reasonably believed by it them to have been signed, presented or made by the proper party or parties. The Remarketing Agents shall incur no liability hereunder to any Beneficial Owner or Holder of Debentures in their individual capacity or as Remarketing Agents for any action or failure to act in connection with the remarketing or otherwise. A Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company with respect to calculation of the Reset Yield, except as a result of gross negligence, willful misconduct or to any holder of Remarketed Notes in bad faith on its individual capacity or as Remarketing Agent for any action or failure to actpart. (b) The Company acknowledges and agrees that (i) the transaction contemplated by this Agreement is an arm’s-length commercial transaction between the Company, on its part the one hand, and the Remarketing Agents, on the other hand, (ii) in connection with the transaction contemplated hereby and the process leading to such transaction the Remarketing Agents are and have been acting solely as a principal and not as the agent (except to the extent expressly provided herein, which the parties acknowledge is solely a contractual obligation) or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (iii) the Remarketing Agents have not assumed nor will they assume an advisory or otherwise, fiduciary responsibility in favor of the Company with respect to the transaction contemplated hereby or the process leading thereto (irrespective of whether the Remarketing Agents have advised or are currently advising the Company on other matters) and the Remarketing Agents have no obligation to the Company with respect to the transaction contemplated hereby except if such liability is (a) judicially determined to have resulted from its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of obligations expressly set forth in this Agreement. The provisions , (iv) the Remarketing Agents and their affiliates may be engaged in a broad range of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal transactions that involve interests that differ from those of the Company, and (v) the Remarketing Agent pursuant Agents have not provided any legal, accounting, regulatory or tax advice with respect to this Agreementthe transaction contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documentshereof. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documentsthis Agreement. In the absence of a final judicial determination of willful misconduct, bad faith, willful misconduct faith or gross negligence on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, it which purports to conform to the requirements hereunder as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide prior to the third Business Day before the applicable Remarketing DateSection 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agent shall not incur any liability under this Agreement, shall incur no liability to the Company or Agreement to any beneficial owner or holder of Remarketed Notes Notes, or other securities, either in its individual capacity or as Remarketing Agent Agent, as the case may be, for any action or failure to act, on its part act in connection with a Remarketing the remarketing of the Notes or otherwiseotherwise in connection with the transactions contemplated by this Agreement, except if to the extent that such liability is (a) judicially determined to have has, by final judicial determination, resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or from its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on fulfill its part or (b) determined pursuant to Section 7 or 8 of this Agreementexpress obligations hereunder. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding its resignation or removal removal. The Remarketing Agent will act as the agent of the Remarketing Agent pursuant to this AgreementHolders.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Remarketing Transaction Documents. No , and the Remarketing Agent shall not be responsible for the performance of any other duties and obligations than as are specifically set forth in the Transaction Documents, and no implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence on the part of Documents against the Remarketing Agent, the . The Remarketing Agent may conclusively rely upon any notice or document given or furnished to it, as the Remarketing Agent and conforming to the truth requirements of the statements expressed in any of such documents. The Remarketing Agent Transaction Documents and shall be protected in acting upon any such notice or document or communication reasonably believed by it to be genuine and to have been signedgiven, signed or presented or made by the proper party or parties. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes Debentures or, if there is any such limitation, the maximum permissible Reset Rate on the NotesDebentures, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Notes 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 (a) judicially determined to have resulted from its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documentshereunder. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documentsthis Agreement. In the absence of a final judicial determination of willful misconduct, bad faith, willful misconduct faith or gross negligence on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, it which purports to conform to the requirements hereunder as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Remarketing Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Remarketing Rate on the Notes, and it shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide prior to the third Business Day before the applicable Remarketing DateSection 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Remarketing Rate. The Remarketing Agent, acting Agent shall not incur any liability under this Agreement, shall incur no liability to the Company or Agreement to any beneficial owner or holder of Remarketed Notes Notes, or other securities, either in its individual capacity or as Remarketing Agent Agent, as the case may be, for any action or failure to act, on its part act in connection with a the Remarketing or otherwiseotherwise in connection with the transactions contemplated by this Agreement, except if to the extent that such liability is (a) judicially determined to have has, by final judicial determination, resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or by its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementfulfill their express obligations hereunder. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding its resignation or removal of the Remarketing Agent pursuant to this Agreementremoval.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or any of the Transaction Transactions Documents. In the absence of willful misconduct, bad faith, willful misconduct faith or gross negligence on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, it which purports to conform to the requirements hereunder as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Remarketed Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Remarketed Notes, and it shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide prior to the third Business Day before the applicable Remarketing DateSection 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agent shall not incur any liability under this Agreement, shall incur no liability to the Company or Agreement to any beneficial owner or holder of Remarketed Notes Notes, or other securities, either in its individual capacity or as Remarketing Agent Agent, as the case may be, for any action or failure to act, on its part act in connection with a Remarketing the remarketing of the Remarketed Notes or otherwiseotherwise in connection with the transactions contemplated by this Agreement, except if to the extent that such liability is (a) judicially determined to have has, by final judicial determination, resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or from its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on fulfill its part or (b) determined pursuant to Section 7 or 8 of this Agreementexpress obligations hereunder. The provisions of this Section 11 10 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding its resignation or removal removal. The Remarketing Agent will act as the agent of the Remarketing Agent pursuant to this AgreementHolders.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and, in the Transaction Documentscase of the Remarketing Agent, the Supplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of this Agreement or the Transaction DocumentsSupplemental Remarketing Agreement. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to itit which purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the case may be, as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes Debt Securities or, if there is any such limitation, the maximum permissible Reset Rate on the NotesDebt Securities, and it the Remarketing Agent shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable prior to any Remarketing Announcement Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agent shall not incur any liability under this Agreement or the Supplemental Remarketing Agreement, shall incur no liability as the case may be, to the Company Company, any beneficial owner or to any holder of Remarketed Notes Debt Securities, or other securities, either in its individual capacity or as Remarketing Agent Agent, for any action or failure to act, on its part act in connection with a Remarketing any remarketing or otherwise, except if such liability is (a) judicially determined to have resulted from its failure to comply otherwise in connection with the terms of transactions contemplated by this Agreement or the Supplemental Remarketing Agreement, except to the extent that it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that such liability has resulted from the willful misconduct, bad faith, faith or gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementthe Remarketing Agent. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding their resignation or removal of the Remarketing Agent pursuant to this Agreementremoval.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent hereunder shall be determined solely by the express provisions of this Agreement and the other Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or any of the other Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, 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 partiesparties except as otherwise set forth herein. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Senior Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third eighth Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Senior 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 (a) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementpart. The provisions of this Section 11 10 shall survive the termination of this Agreement and shall survive the resignation or removal of the any Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documentshereof. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documentsthis Agreement. In the absence of a final judicial determination of willful misconduct, bad faith, willful misconduct faith or gross negligence on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, it which purports to conform to the requirements hereunder as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide prior to the third Business Day before the applicable Remarketing DateSection 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agent shall not incur any liability under this Agreement, shall incur no liability to the Company or Agreement to any beneficial owner or holder of Remarketed Notes Notes, or other securities, either in its individual capacity or as Remarketing Agent Agent, as the case may be, for any action or failure to act, on its part act in connection with a Remarketing the remarketing of the Notes or otherwiseotherwise in connection with the transactions contemplated by this Agreement, except if to the extent that such liability is (a) judicially determined to have has, by final judicial determination, resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or from its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on fulfill its part or (b) determined pursuant to Section 7 or 8 of this Agreementexpress obligations hereunder. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding its resignation or removal removal. The Remarketing Agent will act as the agent of the Remarketing Agent pursuant to this AgreementHolders.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or any of the Transaction Transactions Documents. In the absence of willful misconduct, bad faith, willful misconduct faith or gross negligence on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, it which purports to conform to the requirements hereunder as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Remarketed Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Remarketed Senior Notes, and it shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide prior to the third Business Day before the applicable Remarketing DateSection 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agent shall not incur any liability under this Agreement, shall incur no liability to the Company or Agreement to any beneficial owner or holder of Remarketed Notes Senior Notes, or other securities, either in its individual capacity or as Remarketing Agent Agent, as the case may be, for any action or failure to act, on its part act in connection with a the Remarketing of the Remarketed Senior Notes or otherwiseotherwise in connection with the transactions contemplated by this Agreement, except if to the extent that such liability is (a) judicially determined to have has, by final judicial determination, resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or from its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on fulfill its part or (b) determined pursuant to Section 7 or 8 of this Agreementexpress obligations hereunder. The provisions of this Section 11 10 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding its resignation or removal removal. The Remarketing Agent will act as the agent of the Remarketing Agent pursuant to this AgreementHolders.

Remarketing Agent's Performance; Duty of Care. The duties --------------------------------------------- and obligations of the Remarketing Agent and the Reset Agent shall be determined solely by the express provisions of this Agreement and, in the Transaction Documentscase of the Remarketing Agent, the Supplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent or the Reset Agent shall be read into any of this Agreement or the Transaction DocumentsSupplemental Remarketing Agreement. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent or the Reset Agent, as the case may be, the Remarketing Agent and the Reset Agent each may conclusively rely upon any document furnished to itit which purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the case may be, as to the truth of the statements expressed in any therein. Each of such documents. The the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Neither the Remarketing Agent nor the Reset Agent shall have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it they shall rely solely upon written notice from the Company (which the Company agrees pursuant to provide prior to the third Business Day before the applicable Remarketing Date) Section ___ as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Neither the Remarketing Agent, acting Agent nor the Reset Agent shall incur any liability under this Agreement, shall incur no liability to Agreement or the Company or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Notes Notes, or other securities, either in its individual capacity or as Remarketing Agent or Reset Agent, as the case may be, for any action or failure to act, on its part act in connection with a the Remarketing or otherwise, except if such liability is (a) judicially determined to have resulted from its failure to comply otherwise in connection with the terms of transactions contemplated by this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this the Supplemental Remarketing Agreement. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal of the Remarketing Agent pursuant to this Agreementremoval.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, 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 shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed 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 (a) judicially determined to have resulted from its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 10 shall survive the termination of this Agreement and shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent and the Reset Agent shall be determined solely by the express provisions of this Agreement and, in the Transaction Documentscase of the Remarketing Agent, the Supplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent or the Reset Agent shall be read into any of this Agreement or the Transaction DocumentsSupplemental Remarketing Agreement. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent or the Reset Agent, as the case may be, the Remarketing Agent and the Reset Agent each may conclusively rely upon any document furnished to itit which purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the case may be, as to the truth of the statements expressed in any therein. Each of such documents. The the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Neither the Remarketing Agent nor the Reset Agent shall have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third tenth Business Day before May 17, 2004, in the applicable Remarketing case of the Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement Date, in the case of the Secondary Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Neither the Remarketing Agent, acting Agent nor the Reset Agent shall incur any liability under this Agreement, shall incur no liability to Agreement or the Company or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Notes Notes, or other securities, either in its individual capacity or as Remarketing Agent or Reset Agent, as the case may be, for any action or failure to act, on its part act in connection with a the Remarketing or otherwise, except if such liability is (a) judicially determined to have resulted from its failure to comply otherwise in connection with the terms of transactions contemplated by this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this the Supplemental Remarketing Agreement. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal of the Remarketing Agent pursuant to this Agreementremoval.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement, the Transaction DocumentsPurchase Contract Agreement, the Pledge Agreement and the Indenture. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of this Agreement, the Transaction DocumentsPurchase Contract Agreement, the Pledge Agreement or the Indenture. In the absence of bad faith, willful misconduct or gross negligence 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, the Purchase Contract Agreement, the Pledge Agreement or the Indenture 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 shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder Holder of Remarketed Notes remarketed Debentures in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a the Remarketing or otherwise, except if such liability is (a) finally judicially determined to have resulted primarily and directly from its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 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. The provisions , any Event of this Section 11 shall survive Default under the termination Indenture, or event that with the passage of this Agreement time or the giving of notice or both would become an Event of Default under the Indenture, has occurred and shall survive is continuing under the resignation or removal Indenture, then the obligations and duties of the Remarketing Agent pursuant under this Agreement shall be suspended until such default or event has been cured. The Company will cause the Trustee, the Purchase Contract Agent and the Collateral Agent to this Agreementgive 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. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, 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 partiesparties except as otherwise set forth herein. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company Issuers (which the Company agrees Issuers agree to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company Issuers or to any holder of Remarketed 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 (ai) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (bii) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, 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 partiesparties except as otherwise set forth herein. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Senior Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third eighth Business Day before the applicable Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Senior 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 (a) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementpart. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the any Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, 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 partiesparties except as otherwise set forth herein. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Senior Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third eighth Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Senior 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 (ai) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (bii) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the other Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or any of the other Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, 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 partiesparties except as otherwise set forth herein. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Senior Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third eighth Business Day before the applicable Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Senior 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 (a) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementpart. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the any Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, 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 partiesparties except as otherwise set forth herein. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third eighth Business Day before the applicable Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed 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 (ai) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (bii) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the any Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, 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 partiesparties except as otherwise set forth herein. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third eighth Business Day before the applicable Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed 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 (a) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementpart. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the any Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, 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 partiesparties except as otherwise set forth herein. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes Debentures or, if there is any such limitation, the maximum permissible Reset Rate on the NotesDebentures, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third eighth Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Notes 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 (ai) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (bii) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documents. No , and the Remarketing Agent shall not be responsible for the performance of any other duties and obligations than as are specifically set forth in the Transaction Documents, and no implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence on the part of Documents against the Remarketing Agent, the . The Remarketing Agent may conclusively rely upon any notice or document given or furnished to it, as the Remarketing Agent and conforming to the truth requirements of the statements expressed in any of such documents. The Remarketing Agent Transaction Documents and shall be protected in acting upon any such notice or document or communication reasonably believed by it to be genuine and to have been signedgiven, signed or presented or made by the proper party or parties. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate Rates on the Notes or, if there is any such limitation, the maximum permissible Reset Rate Rates on the Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset RateRates. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed 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 (a) judicially determined to have resulted from its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the each Remarketing Agent shall be determined solely by the express provisions of the Transaction Documentsthis Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent Agents shall be read into any of the Transaction Documentsthis Remarketing Agreement. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing AgentAgents, the Remarketing Agent Agents may conclusively rely upon any document furnished to it, them which purports to conform to the requirements of this Remarketing Agreement as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent Agents shall be protected in acting upon any document or communication reasonably believed by it them to have been be signed, presented or made by the proper party or parties. The Remarketing Agent Agents shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it the Remarketing Agents shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agents shall not incur any liability under this Agreement, shall incur no liability Remarketing Agreement to the Company Company, any beneficial owner or to any holder of Remarketed Notes Notes, or other securities, either in its individual capacity or as Remarketing Agent Agent, for any action or failure to act, on its part act in connection with a any remarketing or otherwise in connection with the transactions contemplated by this Remarketing or otherwiseAgreement, except if to the extent that it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that such liability is (a) judicially determined to have has resulted from its failure to comply with the terms of this Agreement willful misconduct, bad faith or bad faith, gross negligence of such Remarketing Agent or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 from their intentional breach of this Agreementtheir express obligations hereunder. The provisions of this Section 11 shall survive the any termination of this Remarketing Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding their resignation or removal of the Remarketing Agent pursuant to this Agreementremoval.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent Agents shall be determined solely by the express provisions of the Transaction Documentshereunder. No implied covenants or obligations of or against the Remarketing Agent Agents shall be read into any of the Transaction Documentsthis Agreement. In the absence of a final judicial determination of willful misconduct, bad faith, willful misconduct faith or gross negligence on the part of the a Remarketing Agent, the such Remarketing Agent may conclusively rely upon any document furnished to it, it which purports to conform to the requirements hereunder as to the truth of the statements expressed in any therein. Each of such documents. The the Remarketing Agent Agents shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent Agents shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it they shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide prior to the third Business Day before the applicable Remarketing DateSection 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Neither Remarketing Agent shall incur any liability under this Agreement to any beneficial owner or holder of Notes, or other securities, either in its individual capacities or as Remarketing Agent, acting under this Agreementas the case may be, shall incur no liability to the Company or to any holder of Remarketed Notes in its individual capacity or as Remarketing Agent for any action or failure to act, on its part act in connection with a the Remarketing or otherwiseotherwise in connection with the transactions contemplated by this Agreement, except if to the extent that such liability is (a) judicially determined to have has, by final judicial determination, resulted from the willful misconduct, bad faith or gross negligence of such Remarketing Agent or by its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on fulfill its part or (b) determined pursuant to Section 7 or 8 of this Agreementexpress obligations hereunder. The provisions of this Section 11 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding its resignation or removal removal. The Remarketing Agents will act as the agents of the Remarketing Agent pursuant to this AgreementHolders, and not as the agents of the Company.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent Agents shall be determined solely by the express provisions of the Transaction Documents. No implied covenants or obligations of or against the any Remarketing Agent shall be read into any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence on the part of the a Remarketing Agent, the such Remarketing Agent may conclusively rely upon any document furnished to it, as to the truth of the statements expressed in any of such documents. The Remarketing Agent Agents 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 Agents shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it the Remarketing Agents shall rely solely upon written notice from the Company Corporation (which the Company Corporation agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The No Remarketing Agent, acting under this Agreement, shall incur no any liability to the Company Corporation or to any holder of Remarketed 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 (a) judicially determined to have resulted from its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 10 shall survive the termination of this Agreement and shall survive the resignation or removal of the any Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent Agents shall be determined solely by the express provisions of this Agreement and the other Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent Agents shall be read into this Agreement or any of the other Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing AgentAgents, the Remarketing Agent Agents may conclusively rely upon any document furnished to itthem, as to the truth of the statements expressed in any of such documents. The Remarketing Agent Agents shall be protected in acting upon any document or communication reasonably believed by it them to have been signed, presented or made by the proper party or partiesparties except as otherwise set forth herein. The Remarketing Agent Agents shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Remarketed Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Remarketed Senior Notes, and it they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third eighth Business Day before the applicable Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing AgentAgents, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Senior Notes in its their individual capacity capacities or as Remarketing Agent Agents for any action or failure to act, on its their part in connection with a Remarketing or otherwise, except if such liability is (a) judicially determined to have resulted from its their failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementpart. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the any Remarketing Agent Agents pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The provisions of this Section 9 shall supersede and replace in their entirety those provisions of Section 12 in the Remarketing Agreement with respect to the Remarketing. The duties and obligations of the Remarketing Agent Agents shall be determined solely by the express provisions of this Supplemental Agreement and the Transaction DocumentsRemarketing Agreement. No implied covenants or obligations of or against the any Remarketing Agent shall be read into any of this Supplemental Agreement or the Transaction DocumentsRemarketing Agreement. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the any Remarketing Agent, the such Remarketing Agent may conclusively rely upon any document furnished to it, as to the truth of the statements expressed in any of such documents. The Remarketing Agent Agents shall be protected in acting upon any document or communication reasonably believed by it them to have been signed, presented or made by the proper party or partiesparties except as otherwise set forth herein. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The No Remarketing Agent, acting under this Supplemental Agreement, shall incur no any liability to the Company or to any holder of Remarketed Senior Notes in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a the Remarketing or otherwise, except if such liability is (a) judicially determined to have resulted from its failure to comply with the material terms of this Supplemental Agreement or bad faith, the Remarketing Agreement and the Indenture or gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementpart. The provisions of this Section 11 9 shall survive the termination of this Supplemental Agreement and shall survive the resignation or removal of the any Remarketing Agent pursuant to this the Remarketing Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent Agents shall be determined solely by the express provisions of this Agreement and the Transaction DocumentsSupplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent Agents shall be read into any of this Agreement or the Transaction DocumentsSupplemental Remarketing Agreement. In the absence of bad faith, willful misconduct or gross negligence on the part of the Remarketing AgentAgents, the Remarketing Agent Agents may conclusively rely upon any document furnished to itthem that purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the case may be, as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent Agents shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent Agents shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Senior Notes, and it they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third tenth Business Day before February 15, 2005, in the case of the Initial Remarketing, prior to the tenth Business Day before March 15, 2005, in the case of the Second Remarketing, prior to the tenth Business Day before April 15, 2005, in the case of the Third Remarketing, and prior to the tenth Business Day before the applicable Remarketing Purchase Contract Settlement Date, in the case of the Final Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agents shall not incur any liability under this Agreement, shall incur no liability to Agreement or the Company or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Notes Senior Notes, or other securities, either in its individual capacity or as Remarketing Agent Agents for any action or failure to act, on its part act in connection with a Remarketing the remarketing or otherwise, except if such liability is (a) judicially determined to have resulted from its failure to comply otherwise in connection with the terms of transactions contemplated by this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this the Supplemental Remarketing Agreement. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent hereunder notwithstanding their resignation or removal of the Remarketing Agent pursuant to this Agreementremoval.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent and the Reset Agent shall be determined solely by the express provisions of this Agreement and, in the Transaction Documentscase of the Remarketing Agent, the Supplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent or the Reset Agent shall be read into any of this Agreement or the Transaction DocumentsSupplemental Remarketing Agreement. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent or the Reset Agent, as the case may be, the Remarketing Agent and the Reset Agent each may conclusively rely upon any document furnished to itit which purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the case may be, as to the truth of the statements expressed in any therein. Each of such documents. The the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Neither the Remarketing Agent nor the Reset Agent shall have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes Debentures or, if there is any such limitation, the maximum permissible Reset Rate on the NotesDebentures, and it they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third tenth Business Day before __________, 2003, in the applicable Remarketing case of the Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement Date, in the case of the Secondary Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Neither the Remarketing Agent, acting Agent nor the Reset Agent shall incur any liability under this Agreement, shall incur no liability to Agreement or the Company or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Notes Debentures, or other securities, either in its individual capacity or as 10 Remarketing Agent or Reset Agent, as the case may be, for any action or failure to act, on its part act in connection with a the Remarketing or otherwise, except if such liability is (a) judicially determined to have resulted from its failure to comply otherwise in connection with the terms of transactions contemplated by this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this the Supplemental Remarketing Agreement. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal of the Remarketing Agent pursuant to this Agreementremoval.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent Agents shall be determined solely by the express provisions of the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent Agents shall be read into any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing AgentAgents, the Remarketing Agent Agents may conclusively rely upon any document furnished to itthem, as to the truth of the statements expressed in any of such documents. The Remarketing Agent Agents shall be protected in acting upon any document or communication reasonably believed by it them to have been signed, presented or made by the proper party or partiesparties except as otherwise set forth herein. The Remarketing Agent Agents shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing AgentAgents, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Notes in its their individual capacity capacities or as Remarketing Agent Agents for any action or failure to act, on its their part in connection with a Remarketing or otherwise, except if such liability is (ai) judicially determined to have resulted from its their failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its their part or (bii) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the a Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent Agents shall be determined solely by the express provisions of the Transaction Documents. No , and the Remarketing Agents shall not be responsible for the performance of any other duties and obligations than as are specifically set forth in the Transaction Documents, and no implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence on the part of Documents against the Remarketing Agent, the Agents. The Remarketing Agent Agents may conclusively rely upon any notice or document given or furnished to it, as the Remarketing Agents and conforming to the truth requirements of the statements expressed in any of such documents. The Remarketing Agent Transaction Documents and shall be protected in acting upon any such notice or document or communication reasonably believed by it them to be genuine and to have been signedgiven, signed or presented or made by the proper party or parties. The Remarketing Agent Agents shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate Rates on the Notes or, if there is any such limitation, the maximum permissible Reset Rate Rates on the Notes, and it they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset RateRates. The Remarketing AgentAgents, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Notes in its their individual capacity capacities or as Remarketing Agent Agents for any action or failure to act, on its their part in connection with a Remarketing or otherwise, except if such liability is (a) judicially determined to have resulted from its their failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the a Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and, in the Transaction Documentscase of the Remarketing Agent, the Supplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of this Agreement or the Transaction DocumentsSupplemental Remarketing Agreement. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to itit which purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the case may be, as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes Debt Securities or, if there is any such limitation, the maximum permissible Reset Rate on the NotesDebt Securities, and it the Remarketing Agent shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable prior to any Remarketing Announcement Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agent shall not incur any liability under this Agreement or the Supplemental Remarketing Agreement, shall incur no liability to as the Company or case may be, to any beneficial owner or holder of Remarketed Notes Debt Securities, or other securities, either in its individual capacity or as Remarketing Agent Agent, for any action or failure to act, on its part act in connection with a Remarketing any remarketing or otherwise, except if such liability is (a) judicially determined to have resulted from its failure to comply otherwise in connection with the terms of transactions contemplated by this Agreement or the Supplemental Remarketing Agreement, except to the extent that it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that such liability has resulted from the willful misconduct, bad faith, faith or gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementthe Remarketing Agent. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding their resignation or removal of the Remarketing Agent pursuant to this Agreementremoval.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Transaction DocumentsSupplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of this Agreement or the Transaction DocumentsSupplemental Remarketing Agreement. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to itit that purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the case may be, as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Senior Notes, and it they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third tenth Business Day before February 15, 2005, in the applicable Remarketing case of the Initial Remarketing, prior to the tenth Business Day before March 15, 2005, in the case of the Second Remarketing, prior to the tenth Business Day before April 15, 2005, in the case of the Third Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement Date, in the case of the Final Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agent shall not incur any liability under this Agreement, shall incur no liability to Agreement or the Company or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Notes Senior Notes, or other securities, either in its individual capacity or as Remarketing Agent for any action or failure to act, on its part act in connection with a Remarketing the remarketing or otherwise, except if such liability is (a) judicially determined to have resulted from its failure to comply otherwise in connection with the terms of transactions contemplated by this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this the Supplemental Remarketing Agreement. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent hereunder notwithstanding their resignation or removal of the Remarketing Agent pursuant to this Agreementremoval.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Transaction DocumentsSupplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of this Agreement or the Transaction DocumentsSupplemental Remarketing Agreement. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to itit which purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the case may be, as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third eighth Business Day before (A) the applicable Initial Remarketing Date, in the case of the Initial Remarketing and any Interim Remarketing and (B) the Final Remarketing Date, in the case of the Final Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, Agent shall incur no liability to under this Agreement or the Company or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Notes Notes, or other securities, either in its individual capacity or as Remarketing Agent Agent, for any action or failure to act, on its part act in connection with a the Remarketing or otherwise, except if such liability is (a) judicially determined to have resulted from its failure to comply otherwise in connection with the terms of transactions contemplated by this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this the Supplemental Remarketing Agreement. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding its resignation or removal of the Remarketing Agent pursuant to this Agreementremoval.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documentshereunder. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documentsthis Agreement. In the absence of a final judicial determination of willful misconduct, bad faith, willful misconduct faith or gross negligence on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, it which purports to conform to the requirements hereunder as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide prior to the third Business Day before the applicable Remarketing DateSection 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agent shall not incur any liability under this Agreement, shall incur no liability to the Company or Agreement to any beneficial owner or holder of Remarketed Notes Notes, or other securities, either in its individual capacity or as Remarketing Agent Agent, as the case may be, for any action or failure to act, on its part act in connection with a the Remarketing or otherwiseotherwise in connection with the transactions contemplated by this Agreement, except if to the extent that such liability is (a) judicially determined to have has, by final judicial determination, resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or by its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementfulfill their express obligations hereunder. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding its resignation or removal removal. The Remarketing Agent will act as the agent of the Remarketing Agent pursuant to this AgreementHolders.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or any of the Transaction Transactions Documents. In the absence of willful misconduct, bad faith, willful misconduct faith or gross negligence on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, it which purports to conform to the requirements hereunder as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Remarketed Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Remarketed Senior Notes, and it shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide prior to the third Business Day before the applicable Remarketing DateSection 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agent shall not incur any liability under this Agreement, shall incur no liability to the Company or Agreement to any beneficial owner or holder of Remarketed Notes Senior Notes, or other securities, either in its individual capacity or as Remarketing Agent Agent, as the case may be, for any action or failure to act, on its part act in connection with a Remarketing the remarketing of the Remarketed Senior Notes or otherwiseotherwise in connection with the transactions contemplated by this Agreement, except if to the extent that such liability is (a) judicially determined to have has, by final judicial determination, resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or from its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on fulfill its part or (b) determined pursuant to Section 7 or 8 of this Agreementexpress obligations hereunder. The provisions of this Section 11 10 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding its resignation or removal removal. The Remarketing Agent will act as the agent of the Remarketing Agent pursuant to this AgreementHolders.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documentshereunder. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documentsthis Agreement. In the absence of a final judicial determination of willful misconduct, bad faith, willful misconduct faith or gross negligence on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, it which purports to conform to the requirements hereunder as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide prior to the third Business Day before the applicable Remarketing DateSection 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agent shall not incur any liability under this Agreement, shall incur no liability to the Company or Agreement to any beneficial owner or holder of Remarketed Notes Notes, or other securities, either in its individual capacity or as Remarketing Agent Agent, as the case may be, for any action or failure to act, on its part act in connection with a the Remarketing or otherwiseotherwise in connection with the transactions contemplated by this Agreement, except if to the extent that such liability is (a) judicially determined to have has, by final judicial determination, resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or by its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementfulfill their express obligations hereunder. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding its resignation or removal removal. The Remarketing Agent will act as the agent of the Remarketing Agent pursuant to this AgreementHolders, and not as the agent of the Company.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent Agents hereunder shall be determined solely by the express provisions of this Agreement and the other Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent Agents shall be read into this Agreement or any of the other Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the a Remarketing Agent, the a Remarketing Agent may conclusively rely upon any document furnished to it, 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 partiesparties except as otherwise set forth herein. The A Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Convertible Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Convertible Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The A Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Convertible 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 (a) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementpart. The provisions of this Section 11 10 shall survive the termination of this Agreement and shall survive the resignation or removal of the any Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent Agents shall be determined solely by the express provisions of this Agreement and the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent Agents shall be read into this Agreement or any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing AgentAgents, the Remarketing Agent Agents may conclusively rely upon any document furnished to itthem, as to the truth of the statements expressed in any of such documents. The Remarketing Agent Agents 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 partiesparties except as otherwise set forth herein. The Remarketing Agent Agents shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third eighth Business Day before the applicable First Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Each Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Senior 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 (ai) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (bii) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the any Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, 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 partiesparties except as otherwise set forth herein. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed 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 (ai) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (bii) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, 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 partiesparties except as otherwise set forth herein. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company Issuers (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company Issuers or to any holder of Remarketed 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 (ai) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (bii) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documentshereunder. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documentsthis Agreement. In the absence of willful misconduct, bad faith, willful misconduct faith or gross negligence on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, it which purports to conform to the requirements hereunder as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Remarketing Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Remarketing Rate on the Notes, and it shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide prior to the third Business Day before the applicable Remarketing DateSection 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Remarketing Rate. The Remarketing AgentAgent and its officers, acting directors, employees, agents, affiliates or other representatives and each person, if any, who controls the Remarketing Agent shall not incur any liability under this Agreement, shall incur no liability Agreement to the Company or its security holders or creditors or to any beneficial owner or holder of Remarketed Notes Notes, or other securities, either in its individual capacity or as Remarketing Agent Agent, as the case may be, for any action or failure to act, on its part act in connection with a Remarketing any remarketing or otherwiseotherwise in connection with the transactions contemplated by this Agreement, except if to the extent that such liability is (a) judicially determined to have has resulted from its failure to comply with the terms of this Agreement willful misconduct, bad faith or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementthe Remarketing Agent. The provisions of this Section 11 10 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding its resignation or removal of the Remarketing Agent pursuant to this Agreementremoval.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documentshereunder. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documentsthis Agreement. In the absence of a final judicial determination of willful misconduct, bad faith, willful misconduct faith or gross negligence on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, it which purports to conform to the requirements hereunder as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been be signed, presented or made by the proper party or parties. The Remarketing Agent shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide prior to the third Business Day before the applicable Remarketing DateSection 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agent shall not incur any liability under this Agreement, shall incur no liability to the Company or Agreement to any beneficial owner or holder of Remarketed Notes Notes, or other securities, either in its individual capacity or as Remarketing Agent Agent, as the case may be, for any action or failure to act, on its part act in connection with a the Remarketing or otherwiseotherwise in connection with the transactions contemplated by this Agreement, except if to the extent that such liability is (a) judicially determined to have has, by final judicial determination, resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or by its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreementfulfill their express obligations hereunder. The provisions of this Section 11 9 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding its resignation or removal of the Remarketing Agent pursuant to this Agreementremoval.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the each Remarketing Agent shall be determined solely by the express provisions of the Transaction Documentsthis Agreement. No implied covenants or obligations of or against the Remarketing Agent Agents shall be read into any of the Transaction Documentsthis Agreement. In the absence of bad faith, willful misconduct or gross negligence faith on the part of the Remarketing AgentAgents, the Remarketing Agent Agents may conclusively rely upon any document furnished to it, them which purports to conform to the requirements of this Agreement as to the truth of the statements expressed in any of such documentstherein. The Remarketing Agent Agents shall be protected in acting upon any document or communication reasonably believed by it them to have been be signed, presented or made by the proper party or parties. The Remarketing Agent Agents shall not have no any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it the Remarketing Agents shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting Agents shall not incur any liability under this Agreement, shall incur no liability Agreement to the Company Company, any beneficial owner or to any holder of Remarketed Notes Notes, or other securities, either in its individual capacity or as Remarketing Agent Agent, for any action or failure to act, on its part act in connection with a Remarketing any remarketing or otherwiseotherwise in connection with the transactions contemplated by this Agreement, except if to the extent that it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that such liability is (a) judicially determined to have has resulted from its failure to comply with the terms of this Agreement willful misconduct, bad faith or bad faith, gross negligence of such Remarketing Agent or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 from their intentional breach of this Agreementtheir express obligations hereunder. The provisions of this Section 11 shall survive the any termination of this Agreement and shall survive the also continue to apply to every Remarketing Agent notwithstanding their resignation or removal of the Remarketing Agent pursuant to this Agreementremoval.