of this Agreement, the Trust Agreement or the Indenture as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketing Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the gross negligence or willful misconduct on its part. The Remarketing Agent will be entitled to rely conclusively on any determination by the Calculation Agent under the Calculation Agency Agreement, dated as of December 18, 2001 between the Company and Reinsel & Company LLP, as Calculation Agent, of the Accreted Value or Discount relating to the Preferred Securities and Debentures, as applicable, and will incur no liability to the Company or any holder of Remarketing Securities relating to inaccuracies in calculating such Accreted Value or Discount. Section 11. Termination. This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the