Common use of Replacement and Resignation of Remarketing Agent Clause in Contracts

Replacement and Resignation of Remarketing Agent. (i) The Company may in its absolute discretion replace Merrxxx Xxxcx xx the Remarketing Agent and/or as the Reset Agent in either such capacity hereunder by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such replacement shall become effective, and Merrxxx Xxxcx xxxll be discharged from its duties and obligations hereunder, as Remarketing Agent and/or Reset Agent upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serve. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a new remarketing agreement with such successor as soon as reasonably practicable. (ii) Merrxxx Xxxcx xxx resign at any time and shall be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such resignation shall become effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serve. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company shall appoint such a successor and enter into a new remarketing agreement with it as soon as reasonably practicable.

Replacement and Resignation of Remarketing Agent. (ia) The Company may in its absolute discretion replace Merrxxx Xxxcx xx the Remarketing Agent and/or as the Reset Agent in either such its capacity hereunder by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such replacement shall become effective, and Merrxxx Xxxcx xxxll be discharged from its duties and obligations hereunder, as Remarketing Agent and/or Reset Agent effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a new remarketing agreement with such successor as soon as reasonably practicable. (iib) Merrxxx Xxxcx xxx resign at any time and shall be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such resignation shall become effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company shall appoint such a successor and enter into a new remarketing agreement with it as soon as reasonably practicable.Agent

Replacement and Resignation of Remarketing Agent. (ia) The Company Issuer may in its absolute discretion replace Merrxxx Xxxcx xx Xxxxxxx Xxxxx as the Remarketing Agent and/or and as the Reset Agent in either such capacity hereunder by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Forward Purchase Contract Settlement Date); provided, that the Issuer must replace Xxxxxxx Xxxxx both as Remarketing Agent and as Reset Agent unless Xxxxxxx Xxxxx shall otherwise agree. Any such replacement shall become effective, and Merrxxx Xxxcx xxxll be discharged from its duties and obligations hereunder, as Remarketing Agent and/or Reset Agent effective upon the Company's appointment of a successor by the Issuer to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or and the Reset Agent and the agreement of any such successor so to serveAgent. Upon providing such notice, the Company Issuer shall use all reasonable efforts to appoint such a successor and to enter into a new remarketing agreement with such successor as soon as reasonably practicable. (iib) Merrxxx Xxxcx xxx Xxxxxxx Xxxxx may resign at any time and shall be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time, time on the eleventh Business Day immediately prior to the Forward Purchase Contract Settlement Date. Any such resignation shall become effective upon the Company's appointment of a successor by the Issuer to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company Issuer shall appoint such a successor and enter into a new remarketing agreement with it as soon as reasonably practicable.

Replacement and Resignation of Remarketing Agent. (ia) The Company may in its absolute discretion replace Merrxxx Xxxcx xx the Remarketing Agent and/or as the Reset Agent in either such its capacity hereunder by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such replacement shall become effective, and Merrxxx Xxxcx xxxll be discharged from its duties and obligations hereunder, as Remarketing Agent and/or Reset Agent effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a new remarketing agreement with such successor as soon as reasonably practicable. (iib) Merrxxx Xxxcx xxx resign at any time and shall be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such resignation shall become effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company shall appoint such a successor and enter into a new remarketing agreement with it as soon as reasonably practicable.

Replacement and Resignation of Remarketing Agent. (ia) The Company may in its absolute discretion replace Merrxxx Xxxcx xx Xxxxxxx Xxxxx as the Remarketing Agent and/or as the and Reset Agent in either such its capacity hereunder by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such replacement shall become effective, and Merrxxx Xxxcx xxxll be discharged from its duties and obligations hereunder, as Remarketing Agent and/or Reset Agent effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the and Reset Agent and the agreement of any such successor so to serveAgent. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a new remarketing agreement with such successor as soon as reasonably practicable. (iib) Merrxxx Xxxcx xxx Xxxxxxx Xxxxx may resign at any time and shall be discharged from its duties and obligations hereunder as the Remarketing Agent and/or and as the Reset Agent by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such resignation shall become effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the and Reset Agent and the agreement of any such successor so to serveAgent. Upon receiving notice from the Remarketing Agent and/or the and Reset Agent that it wishes to resign hereunder, the Company shall appoint such a successor and enter into a new remarketing agreement with it as soon as reasonably practicable.

Replacement and Resignation of Remarketing Agent. (ia) The ------------------------------------------------ Company may in its absolute discretion replace Merrxxx Xxxcx xx Xxxxxxx Xxxxx in its capacity hereunder as the Remarketing Agent and/or as the Reset Agent in either such capacity hereunder by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such replacement shall become effective, and Merrxxx Xxxcx xxxll be discharged from its duties and obligations hereunder, as Remarketing Agent and/or Reset Agent effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a new remarketing agreement with such successor as soon as reasonably practicable. (iib) Merrxxx Xxxcx xxx Xxxxxxx Xxxxx may resign at any time and shall be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such resignation shall become effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company shall appoint such a successor and enter into a new remarketing agreement with it as soon as reasonably practicable.

Replacement and Resignation of Remarketing Agent. (ia) The Company may in its absolute discretion replace Merrxxx Xxxcx xx the Remarketing Agent and/or and as the Reset Agent in either such capacity hereunder by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date, provided that the Company must replace Merrxxx Xxxcx xxxh as Remarketing Agent and as Reset Agent unless Merrxxx Xxxcx xxxll otherwise agree. Any such replacement shall become effective, and Merrxxx Xxxcx xxxll be discharged from its duties and obligations hereunder, as Remarketing Agent and/or Reset Agent effective upon the Company's appointment of a successor to perform the services that would otherwise be performed per formed hereunder by the Remarketing Agent and/or and the Reset Agent and the agreement of any such successor so to serveAgent. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a new remarketing agreement with such successor as soon as reasonably practicable. (iib) Merrxxx Xxxcx xxx resign at any time and shall be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such resignation shall become effective upon the Company's appointment of a successor to perform the services that would otherwise be performed per formed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company shall appoint such a successor and enter into a new remarketing agreement with it as soon as reasonably practicable.

Replacement and Resignation of Remarketing Agent. (ia) The Company may in its absolute discretion replace Merrxxx Xxxcx xx JPMorgan as the Remarketing Agent and/or as the Reset Agent in either such capacity hereunder by giving notice prior to 3:00 p.m., New York City time, time on the eleventh thirtieth Business Day immediately prior to the Purchase Contract Settlement Initial Remarketing Date. Any such replacement shall become effective, and Merrxxx Xxxcx xxxll be discharged from its duties and obligations hereunder, as Remarketing Agent and/or Reset Agent effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon providing such notice, the Company shall use all commercially reasonable best efforts to appoint such a successor and to enter into a new remarketing agreement with such successor as soon as reasonably practicable. The Company shall notify the Purchase Contract Agent and the Collateral Agent of the appointment of any such successor. (iib) Merrxxx Xxxcx xxx JPMorgan may resign at any time and shall be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time, time on the eleventh thirtieth Business Day immediately prior to (i) the Purchase Contract Settlement Initial Remarketing Date or (ii) the Final Remarketing Date. Any such resignation shall become effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company shall appoint such a successor and enter into a new remarketing agreement with it as soon as reasonably practicable.

Replacement and Resignation of Remarketing Agent. (ia) The Company may in its absolute discretion replace Merrxxx Xxxcx xx Xxxxxxx Xxxxx as the Remarketing Agent and/or as the Reset Agent in either such its capacity hereunder by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Datecommencement of any Three-Day Remarketing Period. Any such replacement shall become effective, and Merrxxx Xxxcx xxxll be discharged from its duties and obligations hereunder, as Remarketing Agent and/or Reset Agent effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a new remarketing agreement with such successor as soon as reasonably practicable. The Company shall notify the Purchase Contract Agent, the Collateral Agent and the Custodial Agent of the appointment of any such successor. (iib) Merrxxx Xxxcx xxx Xxxxxxx Xxxxx may resign at any time and shall be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Datecommencement of any Three-Day Remarketing Period. Any such resignation shall become effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company shall appoint such a successor and enter into a new remarketing agreement with it as soon as reasonably practicable. The Company shall notify the Purchase Contract Agent, the Collateral Agent and the Custodial Agent of the appointment of any such successor.

Replacement and Resignation of Remarketing Agent. (ia) The Company may in its absolute discretion replace Merrxxx Xxxcx xx Merrill Lynch in its capacity hereunder as the Remarketing Agent and/or as the Reset axx/xx xs xxx Xeset Agent in either such capacity hereunder by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such replacement shall become effective, and Merrxxx Xxxcx xxxll be discharged from its duties and obligations hereunder, as Remarketing Agent and/or Reset Agent effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a new remarketing agreement with such successor as soon as reasonably practicable. (iib) Merrxxx Xxxcx xxx Merrill Lynch may resign at any time and shall be discharged from its duties and obligations dutixx xxx oxxxxxtions hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such resignation shall become effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company shall appoint such a successor and enter into a new remarketing agreement with it as soon as reasonably practicable.

Replacement and Resignation of Remarketing Agent. (ia) The Company may in its absolute discretion replace Merrxxx Xxxcx xx JPMorgan as the Remarketing Agent and/or and as the Reset Agent in either such capacity hereunder by giving notice prior to 3:00 p.m., New York City timetime (i) on the eleventh Business Day immediately prior to May 17, 2004, or (ii) in the event of a Failed Initial Remarketing, prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date, provided, in either case, that the Company must replace JPMorgan both as Remarketing Agent and as Reset Agent unless JPMorgan shall otherwise agree. Any such replacement shall become effective, and Merrxxx Xxxcx xxxll be discharged from its duties and obligations hereunder, as Remarketing Agent and/or Reset Agent effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or and the Reset Agent and the agreement of any such successor so to serveAgent. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a new remarketing agreement with such successor as soon as reasonably practicable. (iib) Merrxxx Xxxcx xxx JPMorgan may resign at any time and shall be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City timetime (i) on the eleventh Business Day immediately prior to May 17, 2004, or (ii) in the event of a Failed Initial Remarketing, on the eleventh Business Day immediately prior to the Purchase Contract Settlement Date. Any such resignation shall become effective upon the Company's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent and the agreement of any such successor so to serveAgent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company shall appoint such a successor and enter into a new remarketing agreement with it as soon as reasonably practicable.