eTrade 2005 Annual Report Download - page 283

and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Purchase Contract Agent or the
Holders, but will suffer and permit the execution of every such power as though no such law had been enacted.
ARTICLE 7
THE PURCHASE CONTRACT AGENT
Section7.01
Certain Duties and Responsibilities.
(a) The Purchase Contract Agent:
(i) undertakes to perform, with respect to the Units, such duties and only such duties as are specifically set forth in this Agreement and
the Remarketing Agreement to be performed by the Purchase Contract Agent and no implied covenants or obligations shall be read
into this Agreement or the Remarketing Agreement against the Purchase Contract Agent; and
(ii) in the absence of bad faith on its part, may, with respect to the Units, conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Purchase Contract Agent and conforming
to the requirements of this Agreement or the Remarketing Agreement, as applicable, but in the case of any certificates or opinions
which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent, the Purchase Contract Agent
shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement or the
Remarketing Agreement, as applicable (but need not confirm or investigate the accuracy of the mathematical calculations or other facts
stated therein).
(b) No provision of this Agreement or the Remarketing Agreement shall be construed to relieve the Purchase Contract Agent from
liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
(i) this Section7.01(b) shall not be construed to limit the effect of Section7.01(a);
(ii) the Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it
shall be conclusively determined by a court of competent jurisdiction that the Purchase Contract Agent was negligent in ascertaining
the pertinent facts; and
(iii) no provision of this Agreement or the Remarketing Agreement shall require the Purchase Contract Agent to expend or risk its own
funds or otherwise incur any liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement and the Remarketing Agreement relating to the
conduct or affecting the liability of or affording protection to the Purchase Contract Agent shall be subject to the provisions of this
Section.
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