Common use of Remarketing Agent's Performance; Duty of Care Clause in Contracts

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agents shall be determined solely by the express provisions of this Agreement and the Indenture. No implied covenants or obligations of or against the Remarketing Agents shall be read into this Agreement or the Indenture. In the absence of bad faith on the part of the Remarketing Agents, the Remarketing Agents may conclusively rely upon any document furnished to them, which purports to conform to the requirements of this Agreement and the Indenture, as to the truth of the statements expressed in any of such documents. The Remarketing Agents shall be protected in acting upon any document or communication reasonably believed by them to have been signed, presented or made by the proper party or parties. The Remarketing Agents shall incur no liability hereunder to any Beneficial Owner or Holder of Debentures in their individual capacity or as Remarketing Agents for any action or failure to act in connection with the remarketing or otherwise. A Remarketing Agent shall incur no liability to the Company with respect to calculation of the Reset Yield, except as a result of gross negligence, willful misconduct or bad faith on its part.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agents Agent shall be determined solely by the express provisions of this Agreement Agreement, the Indenture and the IndentureSenior Notes. No implied covenants or obligations of or against the Remarketing Agents Agent shall be read into this Agreement Agreement, the Indenture or the IndentureSenior Notes. In the absence of bad faith on the part of the Remarketing AgentsAgent, the Remarketing Agents Agent may conclusively rely upon any document furnished to themit, which purports to conform to the requirements of this Agreement and Agreement, the Indenture, Indenture or the Senior Notes as to the truth of the statements expressed in any of such documents. The Remarketing Agents Agent shall be protected in acting upon any document or communication reasonably believed by them it to have been signed, presented or made by the proper party or parties. The Remarketing Agents shall incur no liability hereunder to any Beneficial Owner or Holder of Debentures in their individual capacity or as Remarketing Agents for any action or failure to act in connection with the remarketing or otherwise. A Remarketing Agent Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Senior Notes in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with respect to calculation of the Reset Yielda Remarketing or otherwise, except as a result of if such liability is judicially determined to have resulted from the gross negligence, negligence or willful misconduct or bad faith on its part.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agents Agent shall be determined solely by the express provisions of this Agreement and the Indenture. No implied covenants or obligations of or against the Remarketing Agents Agent shall be read into this Agreement or the Indenture. In the absence of bad faith on the part of the Remarketing AgentsAgent, the Remarketing Agents Agent may conclusively rely upon any document furnished to themit, which purports to conform to the requirements of this Agreement and or the Indenture, Indenture as to the truth of the statements expressed in any of such documents. The Remarketing Agents Agent shall be protected in acting upon any document or communication reasonably believed by them it to have been signed, presented or made by the proper party or parties. The Remarketing Agents shall incur no liability hereunder to any Beneficial Owner or Holder of Debentures in their individual capacity or as Remarketing Agents for any action or failure to act in connection with the remarketing or otherwise. A Remarketing Agent Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Senior Deferrable Notes in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with respect to calculation of the Reset Yielda Remarketing or otherwise, except as a result of if such liability is judicially determined to have resulted from the gross negligence, negligence or willful misconduct or bad faith on its part.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agents Agent shall be determined solely by the express provisions of this Agreement Agreement, the Indenture and the IndentureSenior Notes. No implied covenants or obligations of or against the Remarketing Agents Agent shall be read into this Agreement Agreement, the Indenture or the IndentureSenior Notes. In the absence of bad faith on the part of the Remarketing AgentsAgent, the Remarketing Agents Agent may conclusively rely upon any document furnished to themit, which purports to conform to the requirements of this Agreement and Agreement, the Indenture, Indenture or the Senior Notes as to the truth of the statements expressed in any of such documents. The Remarketing Agents Agent shall be protected in acting upon any document or communication reasonably believed by them it to have been signed, presented or made by the proper party or parties. The Remarketing Agents shall incur no liability hereunder to any Beneficial Owner or Holder of Debentures in their individual capacity or as Remarketing Agents for any action or failure to act in connection with the remarketing or otherwise. A Remarketing Agent Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketing Senior Notes in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with respect to calculation of the Reset Yielda Remarketing or otherwise, except as a result of if such liability is judicially determined to have resulted from the gross negligence, negligence or willful misconduct or bad faith on its part.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agents Agent shall be determined solely by the express provisions of this Agreement, the Amended Declaration, the Pledge Agreement and the IndenturePurchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agents Agent shall be read into this Agreement, the Amended Declaration, the Pledge Agreement or the IndenturePurchase Contract Agreement. In the absence of bad faith on the part of the Remarketing AgentsAgent, the Remarketing Agents Agent may conclusively rely upon any document furnished to them, which purports to conform to the requirements of this Agreement and the Indentureit, as to the truth of the statements expressed in any of such documents. The Remarketing Agents Agent shall be protected in acting upon any document or communication reasonably believed by them it to have been signed, presented or made by the proper party or partiesparties except as otherwise set forth herein. The Remarketing Agents Agent, acting under this Agreement, shall incur no liability hereunder to the Company, the Trust or to any Beneficial Owner or Holder holder of Debentures Remarketed Trust Preferred Securities in their its individual capacity or as Remarketing Agents Agent for any action or failure to act act, on its part in connection with the remarketing a Remarketing or otherwise. A Remarketing Agent shall incur no liability to the Company with respect to calculation of the Reset Yield, except as a result if such liability is judicially determined to have resulted from its failure to comply with the material terms of this Agreement or the gross negligence, negligence or willful misconduct or bad faith on its part.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agents Agent shall be determined solely by the express provisions of this Agreement, the Pledge Agreement and the IndenturePurchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agents Agent shall be read into this Agreement, the Pledge Agreement or the IndenturePurchase Contract Agreement. In the absence of bad faith on the part of the Remarketing AgentsAgent, the Remarketing Agents Agent may conclusively rely upon any document furnished to them, which purports to conform to the requirements of this Agreement and the Indentureit, as to the truth of the statements expressed in any of such documents. The Remarketing Agents Agent shall be protected in acting upon any document or communication reasonably believed by them it to have been signed, presented or made by the proper party or partiesparties except as otherwise set forth herein. The Remarketing Agents shall incur no liability hereunder to any Beneficial Owner or Holder of Debentures in their individual capacity or as Remarketing Agents for any action or failure to act in connection with the remarketing or otherwise. A Remarketing Agent Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Notes in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with respect to calculation of the Reset Yielda Remarketing or otherwise, except as a result if such liability is judicially determined to have resulted from its failure to comply with the material terms of this Agreement or the gross negligence, negligence or willful misconduct or bad faith on its part.