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 Agents and the Reset Agents shall be determined solely by the express provisions of this Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agents or the Reset Agents shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the Declaration. In the absence of bad faith on the part of the Remarketing Agents or the Reset Agents, as the case may be, each of the Remarketing Agents and the Reset 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 Declaration as to the truth of the statements expressed in any such documents. Each of the Remarketing Agents and the Reset 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 Agents nor the Reset Agents shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures or, if there is any such limitation, the maximum permissible Reset Rate on the Debentures, and they shall rely solely upon written notice from the Company (which the Company agrees to provide on or prior to the Business Day before the Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of the Remarketing Agents or the Reset Agents, acting under this Remarketing Agreement, shall incur any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or to any beneficial owner or holder of 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 any Subsequent Remarketing, in the event of a Failed Remarketing) or otherwise, 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 such Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents 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 Agents Agent and the Reset Agents Agent shall be determined solely by the express provisions of this Agreement and in the case of the Remarketing Agent, the Remarketing Underwriting Agreement and Section 5.2(e) of the Forward Purchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agents Agent or the Reset Agents Agent shall be read into this Agreement or, in the case of the Remarketing AgreementAgent, the Remarketing Underwriting Agreement or and Section 5.2(e) of the Forward Purchase Contract Agreement or the DeclarationAgreement. In the absence of bad faith on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents Agent each 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 Declaration as to the truth of the statements expressed in any such documentsherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures remarketed shares of PRIDES Preferred Stock or, if there is any such limitation, the maximum permissible Reset Rate on the Debenturesremarketed shares of PRIDES Preferred Stock, and they shall rely solely upon written notice from the Company (Issuer which the Company Issuer agrees to provide on or provide, if necessary, prior to the tenth Business Day before the Remarketing Date or the applicable Subsequent Remarketing Forward Purchase Contract Settlement Date, as the case may be) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or under this Agreement to any beneficial owner or holder of Remarketed Debentures PRIDES Preferred Stock, or other securities, either 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) or otherwisetransactions contemplated by this Agreement, except to the extent such liability is found in a final judgment that it shall have been determined by a court of competent jurisdiction to have by final and nonappealable judgment that such liability has resulted from the willful misconduct, bad faith, faith or gross negligence or willful misconduct on of the part of such Remarketing Agent or the Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own accountAgent 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 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. Supervising ---------------------------------------------------------- Obligations. The duties and obligations of the Remarketing Agents and the Reset Agents Agent shall be ----------- determined solely by the express provisions of this Remarketing Agreement and the Purchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agents or the Reset Agents Agent shall be read into this Remarketing Agreement, Agreement or the Purchase Contract Agreement or the DeclarationAgreement. In the absence of bad faith on the part of the Remarketing Agents or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents and the Reset Agents Agent may conclusively rely upon any document furnished to it it, which purports to conform to the requirements of this Remarketing Agreement, Agreement or the Purchase Contract Agreement or the Declaration as to the truth of the statements expressed in any of such documents. Each of the The Remarketing Agents and the Reset Agents 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 Agents nor the Reset Agents shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures or, if there is any such limitation, the maximum permissible Reset Rate on the Debentures, and they shall rely solely upon written notice from the Company (which the Company agrees to provide on or prior to the Business Day before the Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of the Remarketing Agents or the Reset AgentsAgent, acting under this Remarketing Agreement, shall incur any no liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or to any beneficial owner or holder of 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 act, on its part in connection with the a Remarketing (or any Subsequent Remarketing, in the event of a Failed Remarketing) or otherwise, except to the extent if such liability is found in a final judgment by a court of competent jurisdiction judicially determined to have resulted from the bad faith, gross negligence or willful misconduct on the part of such its part. The Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own account. The provisions If at any time during the term of this Section 9 shall survive Agreement, any termination Event of this Remarketing Agreement Default 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 shall also continue to apply to every 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 Reset the Purchase Contract Agent notwithstanding their resignation to give the Remarketing Agent notice of all such defaults and events of which such trustee or removalagent is aware.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agents and the Reset Agents shall be determined solely by the express provisions of this Agreement and the Supplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agents or the Reset Agents shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of bad faith faith, willful misconduct or gross negligence on the part of the Remarketing Agents or the Reset Agents, as the case may be, each of the Remarketing Agents and the Reset Agents may conclusively rely upon any document furnished to it which them that purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the The Remarketing Agents and the Reset 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 The Remarketing Agents nor the Reset Agents shall not have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesSenior Notes, 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 February 15, 2005, in the case of the Initial Remarketing, prior to the tenth Business Day before March 15, 2005, in the case of the Second Remarketing, prior to the tenth Business Day before April 15, 2005, in the case of the Third Remarketing, and prior to the tenth Business Day before the Remarketing Date or the applicable Subsequent Remarketing Purchase Contract Settlement Date, as in the case may beof the Final Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of the The Remarketing Agents or the Reset Agents, acting under this Remarketing Agreement, shall not incur any liability (whether direct under this Agreement or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Debentures Senior Notes, or other securities, either 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 Agents 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 (or any Subsequent Remarketing, in the event of a Failed Remarketing) or otherwise, 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 such Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own accountAgreement. 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 hereunder notwithstanding their resignation or removal.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent or the Reset Agents Agent shall be read into this Agreement or, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, the Purchase Contract Agreement or the Declaration. In the absence of bad faith on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Debt Securities or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesDebt Securities, and they shall rely solely upon written notice from the Company (which the Company agrees to provide on or prior to the third Business Day before the prior to any Remarketing Date or the applicable Subsequent Remarketing Announcement Date, as the case may be) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct under this Agreement or indirectthe Supplemental Remarketing Agreement, in contract or tort or otherwise) to as the Company or its respective security holders or creditors or case may be, to any beneficial owner or holder of Remarketed Debentures Debt Securities, or other securities, either 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 any remarketing or otherwise in connection with the transactions contemplated by this Agreement or the Supplemental Remarketing (or any Subsequent Remarketing, in the event of a Failed Remarketing) or otherwiseAgreement, except to the extent such liability is found in a final judgment that it shall have been determined by a court of competent jurisdiction to have by final and nonappealable judgment that such liability has resulted from the willful misconduct, bad faith, faith or gross negligence or willful misconduct on of the part of such Remarketing Agent or the Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents 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 Agents and the Reset Agents Agent shall be determined solely by the express provisions of this Remarketing AgreementAgreement and the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agents or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or any of the DeclarationTransactions Documents. In the absence of willful misconduct, bad faith or gross negligence on the part of the Remarketing Agents or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents and the Reset Agents Agent 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 Declaration hereunder as to the truth of the statements expressed in any such documentstherein. Each of the The Remarketing Agents and the Reset Agents 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 Agents nor the Reset Agents Agent shall not have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Remarketed Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesRemarketed Senior Notes, and they it shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide on or prior to the Business Day before the Remarketing Date or the applicable Subsequent Remarketing Date, as the case may beSection 2(a) hereof as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of the The Remarketing Agents or the Reset Agents, acting under this Remarketing Agreement, Agent shall not incur any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or under this Agreement to any beneficial owner or holder of Remarketed Debentures Senior Notes, or other securities, either 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 (remarketing of the Remarketed Senior Notes or any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) or otherwisetransactions contemplated by this Agreement, except to the extent that such liability is found in a has, by final judgment by a court of competent jurisdiction to have judicial determination, resulted from the willful misconduct, bad faith, faith or gross negligence or willful misconduct on of the part of such Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for from its own accountfailure to fulfill its express obligations hereunder. The provisions of this Section 9 10 shall survive any termination of this Remarketing 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.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agents and the Reset Agents Agent shall be determined solely by the express provisions of this Agreement and the Supplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agents or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agents or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents and the Reset Agents Agent may conclusively rely upon any document furnished to it which that purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the The Remarketing Agents and the Reset Agents 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 Agents nor the Reset Agents Agent shall not have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesSenior Notes, 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 February 15, 2005, in the Remarketing Date or case of the applicable Subsequent Remarketing Initial Remarketing, prior to the tenth Business Day before March 15, 2005, in the case of the Second Remarketing, prior to the tenth Business Day before April 15, 2005, in the case of the Third Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement Date, as in the case may beof the Final Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of the The Remarketing Agents or the Reset Agents, acting under this Remarketing Agreement, Agent shall not incur any liability (whether direct under this Agreement or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Debentures Senior Notes, or other securities, either 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 in connection with the transactions contemplated by this Agreement or the Supplemental Remarketing (or any Subsequent Remarketing, in the event of a Failed Remarketing) or otherwise, 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 such Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own accountAgreement. 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 hereunder notwithstanding their resignation or removal.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agents and the Reset Agents shall be determined solely by the express provisions of this the Transaction Documents, and the Remarketing Agreement. No Agents shall not be responsible for the performance of any other duties and obligations than as are specifically set forth in the Transaction Documents, and no implied covenants or obligations of or against the Remarketing Agents or the Reset Agents shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the Declaration. In the absence of bad faith on the part of Transaction Documents against the Remarketing Agents or the Reset Agents, as the case may be, each of the . The Remarketing Agents and the Reset Agents may conclusively rely upon any notice or document given or furnished to it which purports to conform the Remarketing Agents and conforming to the requirements of this Remarketing Agreement, the Purchase Contract Agreement or the Declaration as to the truth of the statements expressed in any such documents. Each of the Remarketing Agents Transaction Documents and the Reset Agents shall be protected in acting upon any such notice or document or communication reasonably believed by it them to be signedgenuine and to have been given, signed or presented or made by the proper party or parties. Neither the The Remarketing Agents nor the Reset Agents shall have any no obligation to determine whether there is any limitation under applicable law on the Reset Rate Rates on the Debentures Notes or, if there is any such limitation, the maximum permissible Reset Rate Rates on the DebenturesNotes, and they shall rely solely upon written notice from the Company (which the Company agrees to provide on or prior to the third Business Day before the Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be) as to whether or not there is any such limitation and, if so, the maximum permissible Reset RateRates. None of the The Remarketing Agents or the Reset Agents, acting under this Remarketing Agreement, shall incur any no liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or to any beneficial owner or holder of Remarketed Debentures Notes in its their individual capacity capacities 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 Agents for any action or failure to act act, on their part in connection with the a Remarketing (or any Subsequent Remarketing, in the event of a Failed Remarketing) or otherwise, except to the extent if such liability is found in a final judgment by a court of competent jurisdiction (a) judicially determined to have resulted from their failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on the its part or (b) determined pursuant to Section 7 of such Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own accountthis Agreement. The provisions of this Section 9 11 shall survive any the termination of this Remarketing Agreement and shall also continue to apply to every survive the resignation or removal of a Remarketing Agent and Reset Agent notwithstanding their resignation or removalpursuant to this Agreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agents and the Reset Agents Agent shall be determined solely by the express provisions of this Remarketing Agreementhereunder. No implied covenants or obligations of or against the Remarketing Agents or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the Declaration. In the absence of a judicial determination of willful misconduct, bad faith or gross negligence on the part of the Remarketing Agents or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents and the Reset Agents Agent 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 Declaration hereunder as to the truth of the statements expressed in any such documentstherein. Each of the The Remarketing Agents and the Reset Agents 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 Agents nor the Reset Agents Agent shall not have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesNotes, and they it shall rely solely upon timely written notice from the Company (which the Company agrees pursuant to provide on or prior to the Business Day before the Remarketing Date or the applicable Subsequent Remarketing Date, as the case may beSection 3(b) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of the The Remarketing Agents or the Reset Agents, acting under this Remarketing Agreement, Agent shall not incur any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or under this Agreement to any beneficial owner or holder of Remarketed Debentures Notes, or other securities, either 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) or otherwisetransactions contemplated by this Agreement, except to the extent that such liability is found in a final judgment has, by a court of competent jurisdiction to have judicial determination, resulted from the bad faith, gross negligence or willful misconduct of the Remarketing Agent or by its failure to fulfill its express obligations hereunder. The obligations of the 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 such Remarketing Agent or Reset the SQUARZ Agent, as the case may be. Each of the Remarketing Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own accountCompany or any other party thereafter. The provisions of this Section 9 10 shall survive any termination of this Remarketing 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 Agents Agent and the Reset Agents 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 Agents Agent or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesNotes, 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 16, 2004, in the Remarketing Date or case of the applicable Subsequent Remarketing Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement Date, as in the case may beof the Secondary Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct under this Agreement or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Debentures Notes, or other securities, either 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) transactions contemplated by this Agreement or otherwisethe Supplemental Remarketing Agreement, except to the extent such liability is found in a final judgment that it shall have been determined by a court of competent jurisdiction to have by final and nonappealable judgment that such liability has resulted from the willful misconduct, bad faith, faith or gross negligence or willful misconduct on of the part of such Remarketing Agent or the Reset AgentAgent or by their failure to fulfill in any material respect their express obligations hereunder or, as in the case may be. Each of the Remarketing Agents and Reset Agents mayAgent, but shall not be obligated to, purchase Remarketed Debentures for its own accountunder the Supplemental Remarketing Agreement. 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 Agents Agent and the Reset Agents 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 Agents Agent or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesNotes, and they shall rely solely upon written notice from the Company (which the Company agrees to provide on or prior to the Business Day before the Remarketing Date or the applicable Subsequent Remarketing Date, as the case may be) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct under this Agreement or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Debentures Notes, or other securities, either 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) transactions contemplated by this Agreement or otherwise, 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 such Supplemental Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own accountAgreement. 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 Agents Agent and the Reset Agents 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 Agents Agent or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesSenior 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 on or prior to the tenth Business Day before __________, 2004, in the Remarketing Date or case of the applicable Subsequent Remarketing Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement Date, as in the case may beof the Secondary Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct under this Agreement or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Debentures Senior Notes, or other securities, either 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) transactions contemplated by this Agreement or otherwise, 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 such Supplemental Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own accountAgreement. 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 Agents Agent and the Reset Agents 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 Agents Agent or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of a final judicial determination of willful misconduct, bad faith or gross negligence on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesSenior Notes, 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 May 17, 2004, in the Remarketing Date or case of the applicable Subsequent Remarketing Initial Remarketing, and prior to the tenth Business Day before Forward Purchase Contract Settlement Date, as in the case may beof the Secondary Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct under this Agreement or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Debentures Senior Notes, or other securities, either 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) transactions contemplated by this Agreement or otherwisethe Supplemental Remarketing Agreement, except to the extent that such liability is found in a has, by final judgment by a court of competent jurisdiction to have judicial determination, resulted from the willful misconduct, bad faith, faith or gross negligence or willful misconduct on of the part of such Remarketing Agent or the Reset AgentAgent or by their failure to fulfill their express obligations hereunder or, as in the case may be. Each of the Remarketing Agents and Reset Agents mayAgent, but shall not be obligated to, purchase Remarketed Debentures for its own accountunder the Supplemental Remarketing Agreement. 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 Agents Agent and the Reset Agents 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 Agents Agent or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures or, if there is any such limitation, the maximum permissible Reset Rate on the Debentures, 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 __________, 2003, in the Remarketing Date or case of the applicable Subsequent Remarketing Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement Date, as in the case may beof the Secondary Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct under this Agreement or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Debentures Debentures, or other securities, either in its individual capacity or as 10 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) transactions contemplated by this Agreement or otherwise, 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 such Supplemental Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own accountAgreement. 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 Agents Agent and the Reset Agents 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 Agents Agent or the Reset Agents Agent shall be read into this Agreement or, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, the Purchase Contract Agreement or the Declaration. In the absence of bad faith on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesNotes, 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 February 17, 2005, in the Remarketing Date or case of the applicable Subsequent Remarketing Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement Date, as in the case may beof the Secondary Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct under this Agreement or indirectthe Supplemental Remarketing Agreement, in contract or tort or otherwise) to as the Company or its respective security holders or creditors or case may be, to any beneficial owner or holder of Remarketed Debentures Notes, or other securities, either 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) transactions contemplated by this Agreement or otherwisethe Supplemental Remarketing Agreement, except to the extent such liability is found in a final judgment that it shall have been determined by a court of competent jurisdiction to have by final and nonappealable judgment that such liability has resulted from the willful misconduct, bad faith, faith or gross negligence or willful misconduct on of the part of such Remarketing Agent or the Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents 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 Agents Agent and the Reset Agents 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 Agents Agent or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesSenior 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 on or prior to the tenth Business Day before __________, 2004, in the Remarketing Date or case of the applicable Subsequent Remarketing Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement Date, as in the case may beof the Secondary Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct under this Agreement or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Debentures Senior Notes, or other securities, either 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) transactions contemplated by this Agreement or otherwise, 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 such Supplemental Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own accountAgreement. 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 Agents Agent and the Reset Agents 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 Agents Agent or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesNotes, and they shall rely solely upon written notice from the Company (which the Company agrees to provide on or provide, if necessary, prior to the tenth Business Day before (1) February 17, 2005, in the Remarketing Date or case of the applicable Subsequent Remarketing Initial Remarketing, (2) April 17, 2005, in the case of the Secondary Remarketing, and (3) the Purchase Contract Settlement Date, as in the case may beof the Final Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct under this Agreement or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Debentures Notes, or other securities, either 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) transactions contemplated by this Agreement or otherwisethe Supplemental Remarketing Agreement, except to the extent such liability is found in a final judgment that it shall have been determined by a court of competent jurisdiction to have by final and nonappealable judgment that such liability has resulted from the willful misconduct, bad faith, faith or gross negligence or willful misconduct on of the part of such Remarketing Agent or the Reset AgentAgent or by their failure to fulfill in any material respect their express obligations hereunder or, as in the case may be. Each of the Remarketing Agents and Reset Agents mayAgent, but shall not be obligated to, purchase Remarketed Debentures for its own accountunder the Supplemental Remarketing Agreement. 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 Agents Agent and the Reset Agents 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 Agents or the Agent and Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agents or the Agent and Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents Agent 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the The Remarketing Agents Agent and the Reset Agents 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 Agents nor the Agent and Reset Agents Agent shall not have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Preferred Trust Securities or Notes, as the case may be, or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesPreferred 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 on or prior to the tenth Business Day before the Remarketing Date or the applicable Subsequent Remarketing Purchase Contract Settlement Date, as the case may be) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of the The Remarketing Agents or the Agent and Reset Agents, acting under this Remarketing Agreement, Agent shall in no way incur any liability (whether direct under this Agreement or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Debentures 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, 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) transactions contemplated by this Agreement or otherwise, 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 such Supplemental Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents 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 removalAgreement.

Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agents and the Reset Agents Agent shall be determined solely by the express provisions of this Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agents or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the Declaration. In the absence of bad faith on the part of the Remarketing Agents or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents and the Reset Agents Agent each 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 Declaration as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents and the Reset Agents 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 Agents nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Debt Securities or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesDebt Securities, and they shall rely solely upon written notice from the Company (which the Company agrees to provide on or prior to the third Business Day before the prior to any Remarketing Date or the applicable Subsequent Remarketing Announcement Date, as the case may be) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct or indirect, in contract or tort or otherwise) under this Remarketing Agreement to the Company or its respective security holders or creditors or to any beneficial owner or holder of Remarketed Debentures Debt Securities, or other securities, either in its individual capacity or as Remarketing Agent Agents 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 any remarketing or otherwise in connection with the transactions contemplated by this Remarketing (or any Subsequent Remarketing, in the event of a Failed Remarketing) or otherwiseAgreement, except to the extent such liability is found in a final judgment that it shall have been determined by a court of competent jurisdiction to have by final and nonappealable judgment that such liability has resulted from the willful misconduct, bad faith, 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 Agents and or the Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own accountAgent. 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 Agents and the Reset Agents 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 Agents or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agents or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents and the Reset Agents Agent 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the The Remarketing Agents and the Reset Agents 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 Agents nor the Reset Agents Agent shall not have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Debt Securities or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesDebt Securities, and they the Remarketing Agent shall rely solely upon written notice from the Company (which the Company agrees to provide on or prior to the third Business Day before the prior to any Remarketing Date or the applicable Subsequent Remarketing Announcement Date, as the case may be) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of the The Remarketing Agents Agent shall not incur any liability under this Agreement or the Reset Agents, acting under this Supplemental Remarketing Agreement, shall incur any liability (whether direct or indirectas the case may be, in contract or tort or otherwise) to the Company or its respective security holders or creditors or to any beneficial owner or holder of Remarketed Debentures Debt Securities, or other securities, either 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 any remarketing or otherwise in connection with the transactions contemplated by this Agreement or the Supplemental Remarketing (or any Subsequent Remarketing, in the event of a Failed Remarketing) or otherwiseAgreement, except to the extent such liability is found in a final judgment that it shall have been determined by a court of competent jurisdiction to have by final and nonappealable judgment that such liability has resulted from the willful misconduct, bad faith, 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 Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own accountAgent. 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 Agents Agent and the Reset Agents Agent shall be determined solely by the express provisions of this Agreement and, in the case of the Remarketing Agent, the Supple mental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agents Agent or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures or, if there is any such limitation, the maximum permissible Reset Rate on the Debentures, 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 the Remarketing Date or the applicable Subsequent Remarketing Purchase Contract Settlement Date, as the case may be) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct under this Agreement or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Debentures Debentures, or other securities, either 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) transactions contemplated by this Agreement or otherwise, 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 such Supplemental Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own accountAgreement. 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 Agents Agent and the Reset Agents 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 Agents Agent or the Reset Agents Agent shall be read into this Remarketing AgreementAgreement or, in the case of the Remarketing Agent, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents Agent each 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 Declaration Supplemental Remarketing Agreement, as the case may be, as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Senior Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesSenior Notes, and they shall rely solely upon written notice from the Company (which the Company agrees to provide on or prior to the third Business Day before the prior to any Remarketing Date or the applicable Subsequent Remarketing Announcement Date, as the case may be) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct under this Remarketing Agreement or indirectthe Supplemental Remarketing Agreement, in contract or tort or otherwise) to as the Company or its respective security holders or creditors or case may be, to any beneficial owner or holder of Remarketed Debentures Senior Notes, or other securities, either 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 any remarketing or otherwise in connection with the transactions contemplated by this Remarketing (Agreement or any Subsequent Remarketing, in the event of a Failed Remarketing) or otherwiseSupplemental Remarketing Agreement, except to the extent such liability is found in a final judgment that it shall have been determined by a court of competent jurisdiction to have by final and nonappealable judgment that such liability has resulted from the willful misconduct, bad faith, faith or gross negligence or willful misconduct on of the part of such Remarketing Agent or the Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents 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 Agents Agent and the Reset Agents 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 Agents Agent or the Reset Agents Agent shall be read into this Agreement or, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, the Purchase Contract Agreement or the Declaration. In the absence of bad faith on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesNotes, 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 17, 2004, in the Remarketing Date or case of the applicable Subsequent Remarketing Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement Date, as in the case may beof the Secondary Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct under this Agreement or indirectthe Supplemental Remarketing Agreement, in contract or tort or otherwise) to as the Company or its respective security holders or creditors or case may be, to any beneficial owner or holder of Remarketed Debentures Notes, or other securities, either 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) transactions contemplated by this Agreement or otherwisethe Supplemental Remarketing Agreement, except to the extent such liability is found in a final judgment that it shall have been determined by a court of competent jurisdiction to have by final and nonappealable judgment that such liability has resulted from the willful misconduct, bad faith, faith or gross negligence or willful misconduct on of the part of such Remarketing Agent or the Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents 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 Agents Agent and the Reset Agents 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 Agents Agent or the Reset Agents Agent shall be read into this Remarketing Agreement, the Purchase Contract Agreement or the DeclarationSupplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agents Agent or the Reset AgentsAgent, as the case may be, each of the Remarketing Agents Agent and the Reset Agents 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 Purchase Contract Agreement or the Declaration case may be, as to the truth of the statements expressed in any such documentstherein. Each of the Remarketing Agents Agent and the Reset Agents 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 Agents Agent nor the Reset Agents Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Debentures Notes or, if there is any such limitation, the maximum permissible Reset Rate on the DebenturesNotes, 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 16, 2004, in the Remarketing Date or case of the applicable Subsequent Remarketing Initial Remarketing, and prior to the tenth Business Day before Purchase Contract Settlement Date, as in the case may beof the Secondary Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. None of Neither the Remarketing Agents or Agent nor the Reset Agents, acting under this Remarketing Agreement, Agent shall incur any liability (whether direct under this Agreement or indirect, in contract or tort or otherwise) to the Company or its respective security holders or creditors or Supplemental Remarketing Agreement to any beneficial owner or holder of Remarketed Debentures Notes, or other securities, either 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 any Subsequent Remarketing, otherwise in connection with the event of a Failed Remarketing) transactions contemplated by this Agreement or otherwise, 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 such Supplemental Remarketing Agent or Reset Agent, as the case may be. Each of the Remarketing Agents and Reset Agents may, but shall not be obligated to, purchase Remarketed Debentures for its own accountAgreement. 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.