eTrade 2005 Annual Report Download - page 285

(h) the Purchase Contract Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in the absence of bad
faith or negligence by it and believed by it to be authorized and within the discretion or rights or powers conferred upon it by this
Agreement;
(i) the Purchase Contract Agent shall not be deemed to have notice of any adjustment to each Fixed Settlement Rate, the occurrence of
a Termination Event or any default hereunder unless a Responsible Officer of the Purchase Contract Agent has actual knowledge
thereof or unless written notice of any event which is in fact such a default is received by a Responsible Offer at the Corporate Trust
Office of the Purchase Contract Agent, and such notice references the Units or this Agreement;
(j) the Purchase Contract Agent may request that the Company deliver an Officers’ Certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officers’ Certificate may be
signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate
previously delivered and not superseded;
(k) the rights, privileges, protections, immunities and benefits given to the Purchase Contract Agent, including, without limitation, its
right to be indemnified, are extended to, and shall be enforceable by, the Purchase Contract Agent in each of its capacities hereunder,
and to each officer, director, employee of the Purchase Contract Agent and each agent, custodian and other Person employed, in any
capacity whatsoever, by the Purchase Contract Agent to act hereunder and shall survive the resignation or removal of the Purchase
Contract Agent and the termination of this Agreement; and
(l) the Purchase Contract Agent shall not be required to initiate or conduct any litigation or collection proceedings hereunder and shall
have no responsibilities with respect to any default hereunder except as expressly set forth herein.
Section7.04
Not Responsible for Recitals or Issuance of Units
. The recitals contained herein, in the Remarketing Agreement and in the
Certificates shall be taken as the statements of the Company, and the Purchase Contract Agent assumes no responsibility for their
accuracy or validity. The Purchase Contract Agent makes no representations as to the validity or sufficiency of either this Agreement
or of the Units or the Pledge or the Collateral or the Remarketing Agreement and shall have no responsibility for perfecting or
maintaining the perfection of any security interest in the Collateral. The Purchase Contract Agent shall not be accountable for the use
or application by the Company of the proceeds in respect of the Purchase Contracts.
Section7.05
May Hold Units
. Any Security Registrar or any other agent of the Company, or the Purchase Contract Agent and its
Affiliates, in their individual or any other capacity, may become the owner or pledgee of Units and may otherwise deal with the
Company, the Collateral Agent or any other Person with the same rights it would have if it were not Security Registrar or such other
agent, or the Purchase Contract Agent. The Company may become the owner or pledgee of Units.
Section7.06
Money Held in Custody
. Money held by the Purchase Contract Agent in custody hereunder need not be segregated from
the Purchase Contract Agent’s other funds except to the extent required by law or provided herein. The Purchase Contract Agent shall
be under no obligation to invest or pay interest on any money received by it hereunder except as otherwise provided hereunder or
agreed in writing with the Company.
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2006. EDGAR Online, Inc.