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

Replacement and Resignation of Remarketing Agent. (a) The Company may in its absolute discretion replace Credit Suisse First Boston Corporation as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time, on: (i) the eleventh Business Day immediately preceding the Initial Remarketing Date in the case of a remarketing to occur on the Initial Remarketing Date or either of the two Business Days next succeeding the Initial Remarketing Date; (ii) the seventh Business Day immediately preceding July 1, 2005 in the case of a remarketing to occur on a Subsequent Remarketing Date immediately following a Failed Remarketing on any of the two Business Days next succeeding the Initial Remarketing Date; or (iii) the fourteenth Business Day immediately preceding the Stock Purchase Date in the case of a remarketing to occur on any of the seventh, sixth or fifth Business Days immediately preceding the Stock Purchase Date. Any such replacement 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. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) Credit Suisse First Boston Corporation may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time, on: (i) the eleventh Business Day immediately preceding the Initial Remarketing Date in the case of a remarketing to occur on the Initial Remarketing Date or either of the two Business Days next succeeding the Initial Remarketing Date; (ii) the seventh Business Day immediately preceding July 1, 2005 in the case of a remarketing to occur on a Subsequent Remarketing Date immediately following a Failed Remarketing on any of the two Business Days next succeeding the Initial Remarketing Date; or (iii) the fourteenth Business Day immediately preceding the Stock Purchase Date in the case of a remarketing to occur on any of the seventh, sixth or fifth Business Days immediately preceding the Stock Purchase 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. Upon receiving notice from the Remarketing Agent that it wishes to resign hereunder, the Company shall use all reasonable efforts to appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company shall give the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee prompt written notice of any replacement of the Remarketing Agent pursuant to this section.

Replacement and Resignation of Remarketing Agent. (a) The Company may in its absolute discretion replace Credit Suisse First Boston Corporation [ ] as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time, on: time (i) on the eleventh [eleventh] Business Day immediately preceding prior to the Initial Remarketing Date in the case of a remarketing to occur on the Initial Remarketing Date or either any of the two Business Days next succeeding immediately following the Initial Remarketing Date; , (ii) the seventh [fourteenth] Business Day immediately preceding July 1prior to April 6, 2005 in the case of a remarketing to occur on a Subsequent Remarketing Date immediately following a Failed Remarketing on any of the two Business Days next succeeding immediately following the Initial Remarketing Date; or , or (iii) the fourteenth [fourteenth] Business Day immediately preceding prior to the Stock Purchase Date in the case of a remarketing to occur on any of the seventh, sixth or fifth three Business Days immediately preceding prior to the Stock Purchase Date. Any such replacement 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. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) Credit Suisse First Boston Corporation [ ] may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time, on: time (i) on the eleventh [eleventh] Business Day immediately preceding prior to the Initial Remarketing Date in the case of a remarketing to occur on the Initial Remarketing Date or either any of the two Business Days next succeeding immediately following the Initial Remarketing Date; , (ii) the seventh [fourteenth] Business Day immediately preceding July 1prior to April 6, 2005 in the case of a remarketing to occur on a Subsequent Remarketing Date immediately following a Failed Remarketing on any of the two Business Days next succeeding immediately following the Initial Remarketing Date; or , or (iii) the fourteenth [fourteenth] Business Day immediately preceding prior to the Stock Purchase Date in the case of a remarketing to occur on any of the seventh, sixth or fifth three Business Days immediately preceding prior to the Stock Purchase 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. Upon receiving notice from the Remarketing Agent that it wishes to resign hereunder, the Company shall use all reasonable efforts to appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company shall give the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee prompt written notice of any replacement of the Remarketing Agent pursuant to this section.

Replacement and Resignation of Remarketing Agent. (a) The Company may in its absolute discretion replace Credit Suisse First Boston Corporation [ ] as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time, on: time (i) on the eleventh [eleventh] Business Day immediately preceding prior to the Initial Remarketing Date in the case of a remarketing to occur on the Initial Remarketing Date or either any of the two Business Days next succeeding immediately following the Initial Remarketing Date; , (ii) the seventh [fourteenth] Business Day immediately preceding July prior to October 1, 2005 2004 in the case of a remarketing to occur on a Subsequent Remarketing Date immediately following a Failed Remarketing on any of the two Business Days next succeeding immediately following the Initial Remarketing Date; or , or (iii) the fourteenth [fourteenth] Business Day immediately preceding prior to the Stock Purchase Date in the case of a remarketing to occur on any of the seventh, sixth or fifth three Business Days immediately preceding prior to the Stock Purchase Date. Any such replacement 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. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) Credit Suisse First Boston Corporation [ ] may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time, on: time (i) on the eleventh [eleventh] Business Day immediately preceding prior to the Initial Remarketing Date in the case of a remarketing to occur on the Initial Remarketing Date or either any of the two Business Days next succeeding immediately following the Initial Remarketing Date; , (ii) the seventh [fourteenth] Business Day immediately preceding July prior to October 1, 2005 2004 in the case of a remarketing to occur on a Subsequent Remarketing Date immediately following a Failed Remarketing on any of the two Business Days next succeeding immediately following the Initial Remarketing Date; or , or (iii) the fourteenth [fourteenth] Business Day immediately preceding prior to the Stock Purchase Date in the case of a remarketing to occur on any of the seventh, sixth or fifth three Business Days immediately preceding prior to the Stock Purchase 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. Upon receiving notice from the Remarketing Agent that it wishes to resign hereunder, the Company shall use all reasonable efforts to appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company shall give the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee prompt written notice of any replacement of the Remarketing Agent pursuant to this section.

Replacement and Resignation of Remarketing Agent. (a) The Company may in its absolute discretion replace Credit Suisse First Boston Corporation Xxxxxxx Xxxxx Barney Inc. as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time, on: time on (i) the eleventh Business Day immediately preceding prior to the Initial Remarketing Date in the case of a remarketing to occur on the Initial Remarketing Date or either of the two Business Days next succeeding immediately following the Initial Remarketing Date; , (ii) the seventh Business Day immediately preceding July 1prior to June 16, 2005 in the case of a remarketing to occur on a Subsequent Remarketing Date immediately following a Failed Remarketing on any of the two Business Days next succeeding immediately following the Initial Remarketing Date; or , (iii) the seventh Business Day immediately prior to July 16, 2005 in the case of a remarketing to occur on any of the three Business Days immediately prior to July 16, 2005 or (iv) the fourteenth Business Day immediately preceding prior to the Stock Purchase Date in the case of a remarketing to occur on any of the seventh, sixth or fifth three Business Days immediately preceding the Stock Purchase Dateprior to August 12, 2005. Any such replacement 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. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) Credit Suisse First Boston Corporation Xxxxxxx Xxxxx Xxxxxx Inc. may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time, on: time on (i) the eleventh Business Day immediately preceding prior to the Initial Remarketing Date in the case of a remarketing to occur on the Initial Remarketing Date or either of the two Business Days next succeeding immediately following the Initial Remarketing Date; , (ii) the seventh Business Day immediately preceding July 1prior to June 16, 2005 in the case of a remarketing to occur on a Subsequent Remarketing Date immediately following a Failed Remarketing on any of the two Business Days next succeeding immediately following the Initial Remarketing Date; or , (iii) the seventh Business Day immediately prior to July 16, 2005 in the case of a remarketing to occur on any of the three Business Days immediately prior to July 16, 2005 or (iv) the fourteenth Business Day immediately preceding prior to the Stock Purchase Date in the case of a remarketing to occur on any of the seventh, sixth or fifth three Business Days immediately preceding the Stock Purchase Dateprior to August 12, 2005. 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. Upon receiving notice from the Remarketing Agent that it wishes to resign hereunder, the Company shall use all reasonable efforts to appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company shall give the Forward Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee prompt written notice of any replacement of the Remarketing Agent pursuant to this section.

Replacement and Resignation of Remarketing Agent. (a) The Company may in its absolute discretion replace Credit Suisse First Boston Corporation [ ] as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time, on: time (i) on the eleventh [eleventh] Business Day immediately preceding prior to the Initial Remarketing Date in the case of a remarketing to occur on the Initial Remarketing Date or either any of the two Business Days next succeeding immediately following the Initial Remarketing Date; , (ii) the seventh [fourteenth] Business Day immediately preceding July 1prior to _____________, 2005 2004 in the case of a remarketing to occur on a Subsequent Remarketing Date immediately following a Failed Remarketing on any of the two Business Days next succeeding immediately following the Initial Remarketing Date; or , or (iii) the fourteenth [fourteenth] Business Day immediately preceding prior to the Stock Purchase Date in the case of a remarketing to occur on any of the seventh, sixth or fifth three Business Days immediately preceding prior to the Stock Purchase Date. Any such replacement 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. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) Credit Suisse First Boston Corporation [ ] may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time, on: time (i) on the eleventh [eleventh] Business Day immediately preceding prior to the Initial Remarketing Date in the case of a remarketing to occur on the Initial Remarketing Date or either any of the two Business Days next succeeding immediately following the Initial Remarketing Date; , (ii) the seventh [fourteenth] Business Day immediately preceding July 1prior to __________, 2005 2004 in the case of a remarketing to occur on a Subsequent Remarketing Date immediately following a Failed Remarketing on any of the two Business Days next succeeding immediately following the Initial Remarketing Date; or , or (iii) the fourteenth [fourteenth] Business Day immediately preceding prior to the Stock Purchase Date in the case of a remarketing to occur on any of the seventh, sixth or fifth three Business Days immediately preceding prior to the Stock Purchase 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. Upon receiving notice from the Remarketing Agent that it wishes to resign hereunder, the Company shall use all reasonable efforts to appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company shall give the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee prompt written notice of any replacement of the Remarketing Agent pursuant to this section.

Replacement and Resignation of Remarketing Agent. (a) The Company may in its absolute discretion replace Credit Suisse First Boston Corporation [ ] as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time, on: time (i) on the eleventh Business Day immediately preceding prior to the Initial Remarketing Date in the case of a remarketing to occur on the Initial Remarketing Date or either any of the two Business Days next succeeding immediately following the Initial Remarketing Date; , (ii) the seventh fourteenth Business Day immediately preceding July 1, 2005 prior to in the case of a remarketing to occur on a Subsequent Remarketing Date immediately following a Failed Remarketing on any of the two Business Days next succeeding immediately following the Initial Remarketing Date; or , or (iii) the fourteenth Business Day immediately preceding prior to the Stock Purchase Date in the case of a remarketing to occur on any of the seventh, sixth or fifth three Business Days immediately preceding prior to the Stock Purchase Date. Any such replacement 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. Upon providing such notice, the Company shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) Credit Suisse First Boston Corporation [ ] may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time, on: time (i) on the eleventh Business Day immediately preceding prior to the Initial Remarketing Date in the case of a remarketing to occur on the Initial Remarketing Date or either any of the two Business Days next succeeding immediately following the Initial Remarketing Date; , (ii) the seventh fourteenth Business Day immediately preceding July 1, 2005 prior to in the case of a remarketing to occur on a Subsequent Remarketing Date immediately following a Failed Remarketing on any of the two Business Days next succeeding immediately following the Initial Remarketing Date; or , or (iii) the fourteenth Business Day immediately preceding prior to the Stock Purchase Date in the case of a remarketing to occur on any of the seventh, sixth or fifth three Business Days immediately preceding prior to the Stock Purchase 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. Upon receiving notice from the Remarketing Agent that it wishes to resign hereunder, the Company shall use all reasonable efforts to appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company shall give the Forward Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee prompt written notice of any replacement of the Remarketing Agent pursuant to this section.