Common use of Appointment and Obligations of the Remarketing Agent Clause in Contracts

Appointment and Obligations of the Remarketing Agent. (a) Subject to Section 4 of this Agreement, the Administrator hereby appoints Credit Suisse, and Credit Suisse hereby accepts such appointment, as Remarketing Agent who, together with Merrill, will serve as the exclusive Remarketing Agents for the purpose of: (i) determining for each Reset Period the applicable Spread above or below the applicable index (if the Notes will be in a floating rate mode during the next Reset Period) or determining the fixed rate of interest (if the Notes will be in a fixed rate mode during the next Reset Period), as applicable (in each case, as specified in the applicable Supplemental Remarketing Agency Agreement, as defined below), at a rate that, in the reasonable opinion of the Remarketing Agents, will enable them to remarket tendered Notes (whether mandatory or voluntary) at 100% of the principal amount thereof and on the terms of the Notes determined as set forth in Section 4(c) of the Reset Rate Note Procedures; (ii) entering into a remarketing agency agreement on the related Remarketing Terms Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix B (a “Remarketing Agency Agreement”), and a supplemental remarketing agency agreement on the related Spread Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix C (a “Supplemental Remarketing Agency Agreement”), pursuant to which the Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the Notes tendered by the beneficial owners thereof (the “Beneficial Owners”) (each such attempted and/or completed remarketing being hereinafter referred to as a “Remarketing”); (iii) if applicable, assisting the Administrator with the selection of the Eligible Swap Counterparty or Counterparties with which the trust will enter into Swap Agreements on the related Reset Date; (iv) preparing a written notice to the applicable clearing agencies, the Luxembourg Stock Exchange (if the Notes are then listed on such exchange) and any other relevant parties setting forth the applicable Spread or fixed rate of interest, as the case may be, any applicable currency exchange rate and any other required reset terms; (v) delivering the related Hold Notices, the Listing Particulars Addendum (as defined below) and any other notices as provided under the Reset Rate Note Procedures; and (vi) performing such other duties as are assigned to the Remarketing Agent in this Agreement, including in the Reset Rate Note Procedures attached to this Agreement as Appendix D, and/or in the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, in each case subject to the conditions set forth herein and therein. (b) With respect to any Reset Date, the Remarketing Agent shall not enter into the Remarketing Agency Agreement with the Trust and the Administrator if, on or prior to the Remarketing Terms Determination Date: (i) a Failed Remarketing shall have been declared with respect to the related class of Notes subject to Remarketing on such Reset Date; or (ii) the related Call Option shall have been timely exercised with respect to the related class of Notes subject to Remarketing on such Reset Date. In addition, the Remarketing Agent shall not enter into the Supplemental Remarketing Agency Agreement with the Trust and the Administrator if, on or prior to the Spread Determination Date: (A) a Failed Remarketing shall have been declared with respect to the related class of Notes subject to Remarketing on such Reset Date; (B) the related Call Option shall have been timely exercised with respect to the related class of Notes subject to Remarketing on such Reset Date; or (C) if applicable, 100% of the holders of the related class of Notes subject to Remarketing on such Reset Date have timely delivered a Hold Notice and the All Hold Rate will apply for the next related Reset Period. (c) Only Notes not subject to an exercised Call Option shall be subject to Remarketing on such Reset Date.

Appointment and Obligations of the Remarketing Agent. (a) Subject to Section 4 of this Agreement, the Administrator The Trust hereby appoints Credit Suisse▇▇▇▇▇▇, and Credit Suisse ▇▇▇▇▇▇ hereby accepts such appointment, as Remarketing Agent who, together with Merrill, will serve as the exclusive Remarketing Agents Agent for the purpose of: of (i) determining for each Reset Period remarketing the applicable Spread above or below the applicable index (if the Notes will be in a floating rate mode during the next Reset Period) or determining the fixed rate of interest (if the Notes will be in a fixed rate mode during the next Reset Period), as applicable (in each case, as specified in the applicable Supplemental Remarketing Agency Agreement, as defined below), at a rate that, in the reasonable opinion Class A Trust Certificates from time to time on behalf of the Remarketing AgentsHolders thereof, will enable them to remarket tendered Notes (whether mandatory or voluntary) at 100% of the principal amount thereof and on the terms of the Notes determined as set forth in Section 4(c) of the Reset Rate Note Procedures; (ii) entering into a remarketing agency agreement on the related Remarketing Terms Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix B (a “Remarketing Agency Agreement”), and a supplemental remarketing agency agreement on the related Spread Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix C (a “Supplemental Remarketing Agency Agreement”), pursuant to which the Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the Notes tendered by the beneficial owners thereof (the “Beneficial Owners”) (each such attempted and/or completed remarketing being hereinafter referred to as a “Remarketing”); (iii) if applicable, assisting the Administrator with the selection of the Eligible Swap Counterparty or Counterparties with which the trust will enter into Swap Agreements on the related Reset Date; (iv) preparing a written notice to the applicable clearing agencies, the Luxembourg Stock Exchange (if the Notes are then listed on such exchange) and any other relevant parties setting forth the applicable Spread or fixed rate of interest, as the case may be, any applicable currency exchange rate and any other required reset terms; (v) delivering the related Hold Notices, the Listing Particulars Addendum (as defined below) and any other notices as provided under the Reset Rate Note Procedures; and (vi) performing such other duties as are assigned to the Remarketing Agent in this Agreement, including herein and in the Reset Rate Note Procedures attached to this Agreement as Appendix DClass A Trust Certificates, and/or in the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, in each case subject all pursuant to the conditions procedures set forth herein and thereinin the Class A Trust Certificates, provided, however, that the Trust may appoint BLB or a subsidiary of BLB that is qualified to conduct Remarketing as an additional Remarketing Agent (the "Additional Remarketing Agent") pursuant to a remarketing agreement between the Trust and BLB or such subsidiary of BLB, which remarketing agreement shall be substantially identical to this Agreement. (b) With respect The Remarketing Agent agrees, subject to Section 4(c) hereof, (i) to use its best efforts to remarket the Class A Trust Certificates tendered to the Remarketing Agent in a regularly scheduled Remarketing from time to time, and (ii) to carry out such other duties as are assigned to the Remarketing Agent herein, all in accordance with the provisions hereof and the Class A Trust Certificates. (c) It is understood and agreed by and among the parties hereto that the Remarketing Agent shall not be obligated to remarket Class A Trust Certificates at any Reset time that any of the conditions as set forth in Section 8 hereof shall not have been fully and completely met to the reasonable satisfaction of the Remarketing Agent. (d) By 12:00 noon, New York City time, on each Remarketing Date, the Remarketing Agent shall not enter into advise the Trustee by telephone (or such other means as is acceptable to the Trustee) of the total principal amount (as used herein and in the Transfer Form attached hereto as Exhibit A, "principal amount" means the face amount of the related Class A Trust Certificate or Certificates) of Class A Trust Certificates tendered by Holders for the relevant Remarketing Agency Agreement with the Trust and the Administrator iftotal principal amount of Class A Trust Certificates purchased in such Remarketing. (e) By 12:00 noon, New York City time, on or prior to the each Remarketing Terms Determination Date: (i) a Failed Remarketing shall have been declared with respect to the related class of Notes subject to Remarketing on such Reset Date; or (ii) the related Call Option shall have been timely exercised with respect to the related class of Notes subject to Remarketing on such Reset Date. In addition, the Remarketing Agent shall not enter into give BLB, as the Supplemental Liquidity Facility Provider, a telephonic notice (or a notice by such other means as is acceptable to BLB), confirmed promptly in writing, specifying (i) the amount of Class A Trust Certificates to be purchased by BLB on such Remarketing Agency Agreement with the Trust and the Administrator if, on or prior Date pursuant to the Spread Determination Date: Liquidity Agreement, and (A) a Failed Remarketing shall have been declared with respect to the related class of Notes subject to Remarketing on such Reset Date; (Bii) the related Call Option shall have been timely exercised with respect to the related class aggregate purchase price of Notes subject to Remarketing on such Reset Date; or (C) if applicable, 100% of the holders of the related class of Notes subject to Remarketing on such Reset Date have timely delivered a Hold Notice and the All Hold Rate will apply for the next related Reset PeriodClass A Trust Certificates. (cf) Only Notes The transfer restrictions set forth in Sections 3.09, 3.10 and 3.11 of the Trust Agreement and the offer and sale procedures set forth in Section 5 of the Purchaser Agreement shall apply to a Remarketing of the Class A Trust Certificates. (g) The Remarketing Agent may, with the consent of the Trustee and the Liquidity Provider, modify the remarketing procedures set forth herein and in the Supplement (the "Remarketing Procedures") so long as any such modification does not subject to an exercised Call Option shall be subject to Remarketing on such Reset Datematerially and adversely affect the Trust or the Holders.

Appointment and Obligations of the Remarketing Agent. (a) Subject to Section 4 of this Agreement, the Administrator hereby appoints Credit Suisse▇▇▇▇▇▇▇ ▇▇▇▇▇, and Credit Suisse ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby accepts such appointment, as Remarketing Agent who, together with Merrillthe Original Remarketing Agents, will serve as the exclusive Remarketing Agents for the purpose of: (i) determining for each Reset Period the applicable Spread above or below the applicable index (if the Notes will be in a floating rate mode during the next Reset Period) or determining the fixed rate of interest (if the Notes will be in a fixed rate mode during the next Reset Period), as applicable (in each case, as specified in the applicable Supplemental Remarketing Agency Agreement, as defined below), at a rate that, in the reasonable opinion of the Remarketing Agents, will enable them to remarket tendered Notes (whether mandatory or voluntary) at 100% of the principal amount thereof and on the terms of the Notes determined as set forth in Section 4(c) of the Reset Rate Note Procedures; (ii) entering into a remarketing agency agreement on the related Remarketing Terms Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix B (a “"Remarketing Agency Agreement”), and a supplemental remarketing agency agreement on the related Spread Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix C (a “Supplemental Remarketing Agency Agreement”), pursuant to which the Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the Notes tendered by the beneficial owners thereof (the “Beneficial Owners”) (each such attempted and/or completed remarketing being hereinafter referred to as a “Remarketing”); (iii) if applicable, assisting the Administrator with the selection of the Eligible Swap Counterparty or Counterparties with which the trust will enter into Swap Agreements on the related Reset Date; (iv) preparing a written notice to the applicable clearing agencies, the Luxembourg Stock Exchange (if the Notes are then listed on such exchange) and any other relevant parties setting forth the applicable Spread or fixed rate of interest, as the case may be, any applicable currency exchange rate and any other required reset terms; (v) delivering the related Hold Notices, the Listing Particulars Addendum (as defined below) and any other notices as provided under the Reset Rate Note Procedures; and (vi) performing such other duties as are assigned to the Remarketing Agent in this Agreement, including in the Reset Rate Note Procedures attached to this Agreement as Appendix D, and/or in the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, in each case subject to the conditions set forth herein and therein. (b) With respect to any Reset Date, the Remarketing Agent shall not enter into the Remarketing Agency Agreement with the Trust and the Administrator if, on or prior to the Remarketing Terms Determination Date: (i) a Failed Remarketing shall have been declared with respect to the related class of Notes subject to Remarketing on such Reset Date; or (ii) the related Call Option shall have been timely exercised with respect to the related class of Notes subject to Remarketing on such Reset Date. In addition, the Remarketing Agent shall not enter into the Supplemental Remarketing Agency Agreement with the Trust and the Administrator if, on or prior to the Spread Determination Date: (A) a Failed Remarketing shall have been declared with respect to the related class of Notes subject to Remarketing on such Reset Date; (B) the related Call Option shall have been timely exercised with respect to the related class of Notes subject to Remarketing on such Reset Date; or (C) if applicable, 100% of the holders of the related class of Notes subject to Remarketing on such Reset Date have timely delivered a Hold Notice and the All Hold Rate will apply for the next related Reset Period. (c) Only Notes not subject to an exercised Call Option shall be subject to Remarketing on such Reset Date.