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 and the Reset Agent shall be determined solely by the express provisions of this Agreement and, in the case 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 this Agreement or, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement. In the absence of bad 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 it 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 therein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before November 17, 2004, in the 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, to any beneficial owner or holder of 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 in connection with the Remarketing or otherwise in connection with the 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 or gross negligence of the Remarketing Agent or the Reset Agent. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

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 case 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 this Agreement or, in the case of the Remarketing Agent, or the Supplemental Remarketing Agreement. In the absence of bad 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 it 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 therein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have 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 they shall rely solely upon written notice from the Company and Duke Capital (which the Company agrees and Duke Capital agree to provide prior to the tenth Business Day before November 17__________, 2004, in the 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, Agreement to any beneficial owner or holder of Senior 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 in connection with the Remarketing or otherwise in connection with the 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 or gross negligence of the Remarketing Agent or the Reset Agent. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

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 case 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 this Agreement or, in the case of the Remarketing Agent, or the Supplemental Remarketing Agreement. In the absence of bad 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 it 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 therein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have 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 they shall rely solely upon written notice from the Company and Duke Capital (which the Company agrees and Duke Capital agree to provide prior to the tenth Business Day before November 17__________, 2004, in the 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, Agreement to any beneficial owner or holder of Senior 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 in connection with the Remarketing or otherwise in connection with the 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 or gross negligence of the Remarketing Agent or the Reset Agent. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

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 case 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 this Agreement or, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement. In the absence of bad 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 it 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 therein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth third Business Day before November 17, 2004, in the case of the Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement any Remarketing Announcement 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, to any beneficial owner or holder of NotesDebt Securities, 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 in connection with the Remarketing any remarketing or otherwise in connection with the 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 or gross negligence of the Remarketing Agent or the Reset Agent. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

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 case 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 this Agreement or, in the case of the Remarketing Agent, or the Supplemental Remarketing Agreement. In the absence of bad 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 it 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 therein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before November 1716, 2004, in the 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, Agreement to any beneficial owner or holder of 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 in connection with the Remarketing or otherwise in connection with the 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 or gross negligence of the Remarketing Agent or the Reset Agent or by their failure to fulfill in any material respect their express obligations hereunder or, in the case of the Remarketing Agent, under the Supplemental Remarketing Agreement. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

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, and in the case of the Remarketing Agent, the Supplemental Remarketing Underwriting Agreement and Section 5.2(e) of the Forward Purchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agent or the Reset Agent shall be read into this Agreement or, in the case of the Remarketing Agent, the Supplemental Remarketing Underwriting Agreement or and Section 5.2(e) of the Forward Purchase Contract Agreement. In the absence of bad 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 it 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 thereinherein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes remarketed shares of PRIDES Preferred Stock or, if there is any such limitation, the maximum permissible Reset Rate on the Notesremarketed shares of PRIDES Preferred Stock, and they shall rely solely upon written notice from the Company (Issuer which the Company Issuer agrees to provide provide, if necessary, prior to the tenth Business Day before November 17, 2004, in the case of the Initial Remarketing, and prior to the tenth Business Day before Forward 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, to any beneficial owner or holder of NotesPRIDES Preferred Stock, 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 in connection with the Remarketing or otherwise in connection with the 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 or gross negligence of the Remarketing Agent or the Reset AgentAgent or by their failure to fulfill in any material respect their express obligations hereunder. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

Remarketing Agent's Performance; Duty of Care. (a) 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 and the case of the Remarketing Agent, the Supplemental Remarketing AgreementTransaction Documents. No implied covenants or obligations of or against the Remarketing Agent or the Reset Agent shall be read into this Agreement or, in the case or any of the Remarketing Agent, the Supplemental Remarketing AgreementTransaction Documents. In the absence of bad 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 it which purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the case may beit, as to the truth of the statements expressed thereinin any of such documents. Each of the The Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be have been signed, presented or made by the proper party or partiesparties except as otherwise set forth herein. Neither 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 any matter related to the Remarketing, except to the extent such liability is found in a final judgment by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct on the part of the Remarketing Agent nor Agent, as the Reset case may be. (b) The Remarketing Agent shall not have 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. The Remarketing Agent may, upon obtaining the prior written consent of the Company, perform any duties hereunder through agents or attorneys, and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before November 17, 2004, in the 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. Neither the Remarketing Agent nor shall not be responsible for any misconduct or negligence on the Reset Agent shall incur part of any liability under this Agreement agent or attorney appointed with due care and in the Supplemental Remarketing Agreementabsence of bad faith, as the case may be, to any beneficial owner gross negligence or holder of Notes, or other securities, either in its individual capacity or as willful misconduct by it hereunder. The Remarketing Agent or Reset Agentmay, as the case may bebut shall not be obligated to, purchase remarketed Notes for any action or failure to act in connection with the Remarketing or otherwise in connection with the transactions contemplated its own account. Any determination made 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 or gross negligence of the Remarketing Agent in accordance with the terms of this Agreement and the Notes and in the absence of bad faith, gross negligence or willful misconduct shall be conclusive and binding upon the Reset Remarketing Agent, the Company and the owners of the Notes, absent manifest error. The provisions of this Section 9 11 shall survive any the termination of this Agreement and shall also continue to apply to every survive the resignation or removal of the Remarketing Agent and Reset Agent notwithstanding their resignation or removalpursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent and the Reset Agent shall be determined solely by the express provisions of this Agreement Agreement, and, to the extent the Remarketing Procedures are set forth elsewhere, in the case of Indenture and the Remarketing Agent, the Supplemental Remarketing Purchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agent or the Reset Agent shall be read into this Agreement or, in the case of the Remarketing AgentAgreement, the Supplemental Remarketing Indenture or the Purchase Contract Agreement. . (b) In the absence of bad 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 it it, which purports to conform to the requirements of this Agreement Agreement, the Indenture or the Supplemental Remarketing Agreement, as the case may be, Purchase Contract Agreement as to the truth of the statements expressed thereinin any of such documents. Each of the The Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be have been signed, presented or made by the proper party or parties. Neither the The Remarketing Agent nor the Reset Agent Agent, acting under this Agreement, shall have any obligation incur no liability 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before November 17, 2004, in the 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, to any beneficial owner or holder of Notes, or other securities, either Remarketing Senior Notes in its individual capacity or as Remarketing Agent or Reset Agent, as the case may be, for any action or failure to act act, on its part in connection with the a Remarketing or otherwise (including, but not limited to, in connection with respect of the transactions contemplated by this Agreement settlement of any Successful Remarketing that is delayed, incomplete or the Supplemental Remarketing Agreementabandoned for any reason), except to the extent that it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that if such liability has is judicially determined to have resulted from the willful misconduct, bad faith or gross negligence or willful misconduct on its part. (c) If at any time during the term of this Agreement, any Event of Default (as defined in the Indenture) under the Indenture, or any event that with the passage of time or the giving of notice or both would become on Event of Default under the Indenture, has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agent under this Agreement shall be suspended until such default or event has been cured. The Company will cause the Trustee and the Purchase Contract Agent to give the Remarketing Agent notice of all such defaults and events of which such Trustee, agent or administrator is aware. (d) The Remarketing Agent may purchase Remarketing Senior Notes for its own account. However, under no circumstances, shall the Remarketing Agent or the Reset Agent. Company be obligated to purchase any Senior Notes in connection with a Remarketing. (e) The provisions right of each Holder of Senior Notes to have its Senior Notes remarketed, pursuant to the Indenture, will be limited, however, to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of this Section 9 shall survive any termination of this Agreement and shall also continue Agreement, (ii) the Remarketing Agent is able to apply find a purchaser or purchasers for the tendered Senior Notes, (iii) such purchaser or purchasers deliver the purchase price therefor to every the Remarketing Agent and Reset Agent notwithstanding their resignation (iv) the Remarketing may not commence or removalbe consummated pursuant to applicable law.

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 case of the Remarketing Agent, the Supplemental Remarketing Agreementhereunder. No implied covenants or obligations of or against the Remarketing Agent or the Reset Agent shall be read into this Agreement orAgreement. In the absence of a judicial determination of willful misconduct, in bad faith or gross negligence on the case part of the Remarketing Agent, the Supplemental Remarketing Agreement. In the absence of bad 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 it which purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the case may be, hereunder as to the truth of the statements expressed therein. Each of the The Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the The Remarketing Agent nor the Reset Agent shall not have 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 they it shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide prior to the tenth Business Day before November 17, 2004, in the case of the Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement Date, in the case of the Secondary RemarketingSection 3(b) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. Neither the The Remarketing Agent nor the Reset Agent shall not incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, to any beneficial owner or holder of 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 in connection with the Remarketing or otherwise in connection with the 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 has, by judicial determination, resulted from the negligence or willful misconduct, bad faith or gross negligence misconduct of the Remarketing Agent or by its failure to fulfill its express obligations hereunder. The obligations of the Reset Remarketing Agent regarding the proceeds of Remarketing in the case of a Successful Remarketing or to return the Participating Notes in a Failed Remarketing shall be satisfied as long as the Remarketing Agent complies with Sections 3(d) or 3(g), as applicable, and the Remarketing Agent shall not be responsible for any action or lack of action on the part of the SQUARZ Agent, the Company or any other party thereafter. The provisions of this Section 9 10 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their its resignation or removal. The Remarketing Agent will act as the agent of the Holders, and not as the agent of the Company.

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 Remarketing Agreement and, in the case 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 this Remarketing Agreement or, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement. In the absence of bad 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 it which purports to conform to the requirements of this Remarketing Agreement or the Supplemental Remarketing Agreement, as the case may be, as to the truth of the statements expressed therein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth third Business Day before November 17, 2004, in the case of the Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement any Remarketing Announcement 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Remarketing Agreement or the Supplemental Remarketing Agreement, as the case may be, to any beneficial owner or holder of Senior 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 in connection with the Remarketing any remarketing or otherwise in connection with the transactions contemplated by this Remarketing 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 or gross negligence of the Remarketing Agent or the Reset Agent. The provisions of this Section 9 shall survive any termination of this Remarketing Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent Agents and the Reset Agent Agents shall be determined solely by the express provisions of this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent Agents or the Reset Agent Agents shall be read into this Agreement or, in the case of the Remarketing AgentAgreement, the Supplemental Remarketing AgreementPurchase Contract Agreement or the Declaration. In the absence of bad faith on the part of the Remarketing Agent Agents or the Reset AgentAgents, as the case may be, each of the Remarketing Agent Agents and the Reset Agent each Agents may conclusively rely upon any document furnished to it which purports to conform to the requirements of this Remarketing Agreement, the Purchase Contract Agreement or the Supplemental Remarketing Agreement, as the case may be, Declaration as to the truth of the statements expressed thereinin any such documents. Each of the Remarketing Agent Agents and the Reset Agent Agents shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent Agents nor the Reset Agent Agents shall have 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide on or prior to the tenth Business Day before November 17the Remarketing Date or the applicable Subsequent Remarketing Date, 2004, in as the case of the Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement Date, in the case of the Secondary Remarketingmay be) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. Neither None of the Remarketing Agent nor Agents or the Reset Agent Agents, acting under this Remarketing Agreement, shall incur any liability under this Agreement (whether direct or indirect, in contract or tort or otherwise) to the Supplemental Remarketing Agreement, as the case may be, Company or its respective security holders or creditors or to any beneficial owner or holder of Notes, or other securities, either Remarketed Debentures in its individual capacity or as Remarketing Agent or Reset Agent, as the case may be, relating to or arising out of the engagement of such Remarketing Agent or Reset Agent pursuant to, or the performance by such Remarketing Agent or Reset Agent of their respective services contemplated by, this Remarketing Agreement or for any action or failure to act in connection with the Remarketing (or otherwise any Subsequent Remarketing, in connection with the transactions contemplated by this Agreement event of a Failed Remarketing) or the Supplemental Remarketing Agreementotherwise, except to the extent that it shall have been determined such liability is found in a final judgment by a court of competent jurisdiction by final and nonappealable judgment that such liability has to have resulted from the willful misconductbad faith, bad faith or gross negligence or willful misconduct on the part of such Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agent or the Agents and Reset AgentAgents may, but shall not be obligated to, purchase Remarketed Debentures for its own account. The provisions of this Section 9 shall survive any termination of this Remarketing Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

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 case 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 this Agreement or, in the case of the Remarketing Agent, or the Supplemental Remarketing Agreement. In the absence of bad 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 it 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 therein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before November 17, 2004, in the 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, Agreement to any beneficial owner or holder of 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 in connection with the Remarketing or otherwise in connection with the 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 or gross negligence of the Remarketing Agent or the Reset Agent. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

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 case of the Remarketing Agent, the Supplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent or the and Reset Agent shall be read into this Agreement or, in the case of the Remarketing Agent, or the Supplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agent or the and Reset Agent, as the case may be, the Remarketing Agent and the Reset Agent each may conclusively rely upon any document furnished to it 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 therein. Each of the The Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the The Remarketing Agent nor the and Reset Agent shall not have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes Preferred Trust Securities or Notes, as the case may be, or, if there is any such limitation, the maximum permissible Reset Rate on the Preferred Trust Securities or Notes, as the case may be, and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before November 17, 2004, in the 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. Neither the The Remarketing Agent nor the and Reset Agent shall in no way incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, Agreement to any beneficial owner or holder of Preferred Trust Securities or Notes, as the case may be, or other securities, either in its individual capacity or as Remarketing Agent or and Reset Agent, as the case may be, for any action or failure to act in connection with the Remarketing or otherwise in connection with the 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 or gross negligence of the Remarketing Agent or the Reset Agent. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent Agents and the Reset Agent shall be determined solely by the express provisions of this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent Agents or the Reset Agent shall be read into this Agreement or, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agent Agents or the Reset Agent, as the case may be, the Remarketing Agent Agents and the Reset Agent each may conclusively rely upon any document furnished to it which purports to conform to the requirements of this Remarketing Agreement or the Supplemental Remarketing Agreement, as the case may be, as to the truth of the statements expressed therein. Each of the Remarketing Agent Agents and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent Agents nor the Reset Agent shall have 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth third Business Day before November 17, 2004, in the case of the Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement any Remarketing Announcement 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. Neither the Remarketing Agent Agents nor the Reset Agent shall incur any liability under this Remarketing Agreement to the Company or the Supplemental Remarketing Agreement, as the case may be, to any beneficial owner or holder of NotesDebt Securities, or other securities, either in its individual capacity or as Remarketing Agent Agents or Reset Agent, as the case may be, for any action or failure to act in connection with the Remarketing any remarketing or otherwise in connection with the 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 or gross negligence of the Remarketing Agent Agents or the Reset Agent. The provisions of this Section 9 8 shall survive any the termination of this Remarketing Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

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 case 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 this Agreement or, in the case of the Remarketing Agent, or the Supplemental Remarketing Agreement. In the absence of a final judicial determination of willful misconduct, bad faith or gross negligence 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 it 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 therein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before November May 17, 2004, in the case of the Initial Remarketing, and prior to the tenth Business Day before Forward 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, Agreement to any beneficial owner or holder of Senior 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 in connection with the Remarketing or otherwise in connection with the 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 such liability has, by final and nonappealable judgment that such liability has judicial determination, resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or the Reset Agent or by their failure to fulfill their express obligations hereunder or, in the case of the Remarketing Agent, under the Supplemental Remarketing Agreement. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

Remarketing Agent's Performance; Duty of Care. (a) 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 and the case of the Remarketing Agent, the Supplemental Remarketing AgreementTransaction Documents. No implied covenants or obligations of or against the Remarketing Agent or the Reset Agent shall be read into this Agreement or, in the case or any of the Remarketing Agent, the Supplemental Remarketing AgreementTransaction Documents. In the absence of bad 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 it which purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the case may beit, as to the truth of the statements expressed thereinin any of such documents. Each of the The Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be have been signed, presented or made by the proper party or partiesparties except as otherwise set forth herein. Neither the The Remarketing Agent nor the Reset Agent Agent, acting under this Agreement, shall have any obligation incur no liability 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before November 17, 2004, in the 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, to any beneficial owner or holder of Notes, or other securities, either Remarketed Senior Notes in its individual capacity or as Remarketing Agent or Reset Agent, as the case may be, for any action or failure to act act, on its part in connection with the a Remarketing or otherwise in connection otherwise, except if such liability is judicially determined to have resulted from its failure to comply with the transactions contemplated by material terms of 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 or gross negligence of the Remarketing Agent or the Reset Agentwillful misconduct on its part. The provisions of this Section 9 12 shall survive any the termination of this Agreement Agreement. (b) The Company acknowledges and shall also continue agrees that (i) the Remarketing, including the determination of the Remarketing Price and the Remarketing Fee, is an arm’s-length commercial transaction between the Company, on the one hand, and the Remarketing Agent, on the other hand, (ii) in connection with the Remarketing contemplated hereby and the process leading to apply such transaction, the Remarketing Agent is and has been acting solely as Remarketing Agent hereunder and is not a fiduciary of the Company, or its stockholders, creditors, employees or any other party, (iii) the Remarketing Agent has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company with respect to every the Remarketing contemplated hereby and the process leading thereto (irrespective of whether the Remarketing Agent has advised or is currently advising the Company on other matters) and the Remarketing Agent has no obligation to the Company with respect to the Initial Remarketing, except the obligations expressly set forth in this Agreement, (iv) the Remarketing Agent and Reset its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) the Remarketing Agent notwithstanding their resignation has not provided any legal, accounting, regulatory or removaltax advice with respect to the Remarketing 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 and the Reset Agent shall be determined solely by the express provisions of this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement and Sections 5.4(a) and 5.5(b) of the Purchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agent or the Reset Agent shall be read into this Agreement or, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement. In the absence of bad 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 it 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 therein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before November February 17, 20042005, in the 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, to any beneficial owner or holder of 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 in connection with the Remarketing or otherwise in connection with the 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 or gross negligence of the Remarketing Agent or the Reset Agent. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

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 case 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 this Agreement or, in the case of the Remarketing Agent, or the Supplemental Remarketing Agreement. In the absence of bad 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 it 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 therein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide provide, if necessary, prior to the tenth Business Day before November (1) February 17, 20042005, in the case of the Initial Remarketing, (2) April 17, 2005, in the case of the Secondary Remarketing, and prior to (3) the tenth Business Day before Purchase Contract Settlement Date, in the case of the Secondary Final Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, Agreement to any beneficial owner or holder of 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 in connection with the Remarketing or otherwise in connection with the 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 or gross negligence of the Remarketing Agent or the Reset Agent or by their failure to fulfill in any material respect their express obligations hereunder or, in the case of the Remarketing Agent, under the Supplemental Remarketing Agreement. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

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 case 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 this Agreement or, in the case of the Remarketing Agent, or the Supplemental Remarketing Agreement. In the absence of bad 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 it 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 therein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before November 1716, 2004, in the 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, Agreement to any beneficial owner or holder of 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 in connection with the Remarketing or otherwise in connection with the 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 or gross negligence of the Remarketing Agent or the Reset Agent. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent and the Reset Agent shall be determined solely by the express provisions of this Agreement Agreement, and, to the extent the Remarketing Procedures are set forth elsewhere, in the case of Indenture and the Remarketing Agent, the Supplemental Remarketing Purchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agent or the Reset Agent shall be read into this Agreement or, in the case of the Remarketing AgentAgreement, the Supplemental Remarketing Indenture or the Purchase Contract Agreement. . (b) In the absence of bad 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 it it, which purports to conform to the requirements of this Agreement Agreement, the Indenture or the Supplemental Remarketing Agreement, as the case may be, Purchase Contract Agreement as to the truth of the statements expressed thereinin any of such documents. Each of the The Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be have been signed, presented or made by the proper party or parties. Neither the The Remarketing Agent nor the Reset Agent Agent, acting under this 33 Agreement, shall have any obligation incur no liability 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before November 17, 2004, in the 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, to any beneficial owner or holder of Notes, or other securities, either Remarketing Senior Notes in its individual capacity or as Remarketing Agent or Reset Agent, as the case may be, for any action or failure to act act, on its part in connection with the a Remarketing or otherwise (including, but not limited to, in connection with respect of the transactions contemplated by this Agreement settlement of any Successful Remarketing that is delayed, incomplete or the Supplemental Remarketing Agreementabandoned for any reason), except to the extent that it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that if such liability has is judicially determined to have resulted from the willful misconduct, bad faith or gross negligence or willful misconduct on its part. (c) If at any time during the term of this Agreement, any Event of Default (as defined in the Indenture) under the Indenture, or any event that with the passage of time or the giving of notice or both would become on Event of Default under the Indenture, has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agent under this Agreement shall be suspended until such default or event has been cured. The Company will cause the Trustee and the Purchase Contract Agent to give the Remarketing Agent notice of all such defaults and events of which such Trustee, agent or administrator is aware. (d) The Remarketing Agent may purchase Remarketing Senior Notes for its own account. However, under no circumstances, shall the Remarketing Agent or the Reset Agent. Company be obligated to purchase any Senior Notes in connection with a Remarketing. (e) The provisions right of each Holder of Senior Notes to have its Senior Notes remarketed, pursuant to the Indenture, will be limited, however, to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of this Section 9 shall survive any termination of this Agreement and shall also continue Agreement, (ii) the Remarketing Agent is able to apply find a purchaser or purchasers for the tendered Senior Notes, (iii) such purchaser or purchasers deliver the purchase price therefor to every the Remarketing Agent and Reset Agent notwithstanding their resignation (iv) the Remarketing may not commence or removalbe consummated pursuant to applicable law.

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 case of the Remarketing Agent, the Supplemental Supple mental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent or the Reset Agent shall be read into this Agreement or, in the case of the Remarketing Agent, or the Supplemental Remarketing Agreement. In the absence of bad 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 it 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 therein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have 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 they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before November 17, 2004, in the 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. Neither the Remarketing Agent nor the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement, as the case may be, Agreement to any beneficial owner or holder of NotesDebentures, 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 in connection with the Remarketing or otherwise in connection with the 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 or gross negligence of the Remarketing Agent or the Reset Agent. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal.