eTrade 2005 Annual Report Download - page 284

(d) The Purchase Contract Agent is authorized to execute and deliver the Remarketing Agreement in its capacity as Purchase Contract
Agent.
Section7.02
Notice of Default
. Within 30 days after the occurrence of any default by the Company hereunder of which a Responsible
Officer of the Purchase Contract Agent has actual knowledge, the Purchase Contract Agent shall transmit by mail to the Company and
the Holders, as their names and addresses appear in the Security Register, notice of such default hereunder, unless such default shall
have been cured or waived.
Section7.03
Certain Rights of Purchase Contract Agent
.
Subject to the provisions of Section7.01:
(a) the Purchase Contract Agent may, in the absence of bad faith, conclusively rely and shall be fully protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate, Issuer Order
or Issuer Request, and any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution;
(c) whenever in the administration of this Agreement or the Remarketing Agreement the Purchase Contract Agent shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting to take any action hereunder or thereunder, the
Purchase Contract Agent (unless other evidence be herein specifically prescribed in this Agreement) may, in the absence of bad faith
on its part, conclusively rely upon an Officers’ Certificate of the Company;
(d) the Purchase Contract Agent may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;
(e) the Purchase Contract Agent shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Purchase Contract Agent, in its discretion, may make reasonable further inquiry or
investigation into such facts or matters related to the execution, delivery and performance of the Purchase Contracts as it may see fit,
and, if the Purchase Contract Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the
relevant books, records and premises of the Company, personally or by agent or attorney;
(f) the Purchase Contract Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or
through agents, attorneys, custodians or nominees or an Affiliate of the Purchase Contract Agent and the Purchase Contract Agent
shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee or an Affiliate
appointed with due care by it hereunder;
(g) the Purchase Contract Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at
the request or direction of any of the Holders pursuant to this Agreement, unless such Holders shall have offered to the Purchase
Contract Agent security or indemnity satisfactory to the Purchase Contract Agent against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction;
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