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 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 Transactions Documents. In the absence of willful misconduct, bad faith or gross negligence 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 hereunder as to the truth of the statements expressed therein. The Remarketing 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. The Remarketing Agent shall not have 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 pursuant to Section 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent shall not incur any liability under this Agreement to any beneficial owner or holder of Remarketed Senior Notes, or other securities, either in its individual capacity or as Remarketing Agent, as the case may be, for any action or failure to act in connection with the Remarketing of the Remarketed Senior Notes or otherwise in connection with the transactions contemplated by this Agreement, except to the extent that such liability has, by final judicial determination, resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or from its failure to fulfill its express obligations hereunder. The provisions of this Section 10 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent notwithstanding its resignation or removal. The Remarketing Agent will act as the agent of the Holders.

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 Trust Agreement and the Transaction DocumentsIndenture. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement, the Trust Agreement or any of the Transactions DocumentsIndenture. In the absence of willful misconduct, bad 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 of this Agreement, the Trust Agreement or the Indenture as to the truth of the statements expressed thereinin any of such documents. The Remarketing 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. The Remarketing Agent Agent, acting under this Agreement, shall not have any obligation incur no liability 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 pursuant to Section 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent shall not incur any liability under this Agreement to any beneficial owner or holder of Remarketed Senior Notes, or other securities, either Remarketing Securities in its individual capacity or as Remarketing Agent, as the case may be, Agent for any action or failure to act act, on its part in connection with the a Remarketing of the Remarketed Senior Notes or otherwise in connection with the transactions contemplated by this Agreementotherwise, except to the extent that if such liability has, by final judicial determination, is judicially determined to have resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or from willful misconduct on its failure to fulfill its express obligations hereunder. The provisions of this Section 10 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent notwithstanding its resignation or removalpart. The Remarketing Agent will act be entitled to rely conclusively on any determination by the Calculation Agent under the Calculation Agency Agreement, dated as of December 18, 2001 between the agent Company and Xxxxxxx & Company LLP, as Calculation Agent, of the HoldersAccreted Value or Discount relating to the Preferred Securities and Debentures, as applicable, and will incur no liability to the Company or any holder of Remarketing Securities relating to inaccuracies in calculating such Accreted Value or Discount.

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 Trust Agreement and the Transaction DocumentsIndenture. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement, the Trust Agreement or any of the Transactions DocumentsIndenture. In the absence of willful misconduct, bad 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 of this Agreement, the Trust Agreement or the Indenture as to the truth of the statements expressed thereinin any of such documents. The Remarketing 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. The Remarketing Agent Agent, acting under this Agreement, shall not have any obligation incur no liability 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 pursuant to Section 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent shall not incur any liability under this Agreement to any beneficial owner or holder of Remarketed Senior Notes, or other securities, either Remarketing Securities in its individual capacity or as Remarketing Agent, as the case may be, Agent for any action or failure to act act, on its part in connection with the a Remarketing of the Remarketed Senior Notes or otherwise in connection with the transactions contemplated by this Agreementotherwise, except to the extent that if such liability has, by final judicial determination, is judicially determined to have resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or from willful misconduct on its failure to fulfill its express obligations hereunder. The provisions of this Section 10 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent notwithstanding its resignation or removalpart. The Remarketing Agent will act be entitled to rely conclusively on any determination by the Calculation Agent under the Calculation Agency Agreement, dated as the agent of the Holdersdate hereof, between the Company and Xxxxxxx & Company LLP, as Calculation Agent, of the Accreted Value or Discount relating to the Preferred Securities and Debentures, as applicable, and will incur no liability to the Company or any holder of Remarketing Securities relating to inaccuracies in calculating such Accreted Value or Discount.

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 Agreement, the Declaration and the Transaction DocumentsIndenture. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement Agreement, the Declaration or any of the Transactions DocumentsIndenture. In the absence of willful misconduct, bad 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 of this Agreement, the Declaration or the Indenture as to the truth of the statements expressed thereinin any of such documents. The Remarketing 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. The Remarketing Agent Agent, acting under this Agreement, shall not have any obligation incur no liability 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 pursuant to Section 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent shall not incur any liability under this Agreement to any beneficial owner or holder of Remarketed Senior Notes, or other securities, either Securities in its individual capacity or as Remarketing Agent, as the case may be, Agent for any action or failure to act act, on its part in connection with the a Remarketing of the Remarketed Senior Notes or otherwise in connection with the transactions contemplated by this Agreementotherwise, except to the extent that if such liability has, by final judicial determination, is judicially determined to have resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or from willful misconduct on its failure to fulfill its express obligations hereunder. The provisions of this Section 10 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent notwithstanding its resignation or removalpart. The Remarketing Agent will act be entitled to rely conclusively on any determination by the Calculation Agent under the Calculation Agency Agreement, dated as of April 30, 2001, between the agent Company and Xxxxxxx & Company LLP, as Calculation Agent, of the HoldersAccreted Value or Discount relating to the Preferred Securities and Debentures, as applicable, and will incur no liability to the Company or any holder of Remarketed Securities relating to inaccuracies in calculating such Accreted Value or Discount.

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 DocumentsRelated Agreements. No implied covenants or obligations of or against the Remarketing Agent Agents shall be read into this Agreement or any of the Transactions DocumentsRelated Agreements. In the absence of willful misconduct, bad faith or gross negligence on the part of the Remarketing AgentAgents, the Remarketing Agent Agents may conclusively rely upon any document furnished to it which purports them pursuant to conform to the requirements hereunder this Agreement, as to the truth of the statements expressed thereinin any of such documents. The Remarketing Agent Agents 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. The Remarketing Agent Agents shall not have any 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 NotesRate, and it they shall rely solely upon timely written notice from the Company pursuant (which the Company agrees to Section 2(aprovide prior to the third Business Day before the Remarketing Period Start Date for the applicable Remarketing) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Each Remarketing Agent shall not incur any liability Agent, acting under this Agreement Agreement, shall incur no liability to the Company or to any beneficial owner or holder of Remarketed Senior Notes, or other securities, either Debentures in its individual capacity or as Remarketing Agent, as the case may be, Agent for any action or failure to act act, on its part in connection with the Remarketing of the Remarketed Senior Notes or otherwise in connection with the transactions contemplated by this Agreementa Remarketing, except to the extent that if such liability has, by final judicial determination, resulted from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or from its failure to fulfill its express obligations hereunder. The provisions of this Section 10 shall survive any termination comply with the terms of this Agreement and shall also continue to apply to every Remarketing Agent notwithstanding or the bad faith, gross negligence or willful misconduct on its resignation or removal. The Remarketing Agent will act as the agent of the Holderspart.

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 Agreement, the Indenture and the Transaction DocumentsSenior Notes. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement Agreement, the Indenture or any of the Transactions DocumentsSenior Notes. In the absence of willful misconduct, bad 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 of this Agreement, the Indenture or the Senior Notes as to the truth of the statements expressed thereinin any of such documents. The Remarketing 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. The Remarketing Agent Agent, acting under this Agreement, shall not have incur no liability to the Company or to any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Remarketed holder of Remarketing 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 pursuant to Section 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent shall not incur any liability under this Agreement to any beneficial owner or holder of Remarketed Senior Notes, or other securities, either in its individual capacity or as Remarketing Agent, as the case may be, Agent for any action or failure to act act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the gross negligence or willful misconduct on its part. The Company and the Remarketing of the Remarketed Senior Notes or otherwise Agent each acknowledge and agree that in connection with the transactions all aspects of each transaction contemplated by this Agreement, except to the extent that such liability has, by final judicial determination, resulted from the willful misconduct, bad faith or gross negligence of Company and the Remarketing Agent or from its failure to fulfill its express obligations hereunder. The provisions have an arms length business relationship that creates no fiduciary duty on the part of this Section 10 shall survive either party and each expressly disclaims any termination of this Agreement and shall also continue to apply to every fiduciary relationship, except that the Remarketing Agent notwithstanding its resignation acknowledges that it owes a duty of trust or removal. The Remarketing Agent will act confidence to the Company as contemplated by paragraph (b)(2)(i) of Rule 100 (17 CFR §243.100) of Regulation FD under the agent of the HoldersSecurities Exchange Act.