eTrade 2005 Annual Report Download - page 289

Section7.13
No Obligations of Purchase Contract Agent
. Except to the extent otherwise expressly provided in this Agreement, the
Purchase Contract Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Remarketing
Agreement or any Purchase Contract in respect of the obligations of the Holder of any Unit thereunder. The Company agrees, and
each Holder of a Certificate, by its acceptance thereof, shall be deemed to have agreed, that the Purchase Contract Agent’s execution
of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Purchase Contract
Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in
Article Five hereof. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Purchase Contract
Agent or its officers, directors, employees or agents be liable under this Agreement or the Remarketing Agreement for (i)indirect,
incidental, special, punitive, or consequential loss or damage of any kind whatsoever, including lost profits, whether or not the
likelihood of such loss or damage was known to the Purchase Contract Agent and regardless of the form of action or (ii)any failure or
delay in the performance of its obligations under this Agreement arising out of or caused directly or indirectly, by acts of God;
earthquake; fires; floods; wars; civil or military disturbances; terrorist acts; sabotage; epidemics; riots; interruptions, loss or
malfunctions of utilities; accidents; labor disputes; or acts of civil or military authority or governmental actions; it being understood
that the Purchase Contract Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under such circumstances.
Section7.14
Tax Compliance
. (a)The Purchase Contract Agent, on its own behalf and on behalf of the Company, will comply with all
applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable
tax laws, regulations or administrative practice with respect to (i)any payments made with respect to the Units or (ii)the issuance,
delivery, holding, transfer, redemption or exercise of rights under the Units. Such compliance shall include, without limitation, the
preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing
authority or its designated agent.
(b) The Purchase Contract Agent shall comply in accordance with the terms hereof with any reasonable written direction received from
the Company with respect to the execution or certification of any required documentation and the application of such requirements to
particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any
such direction in accordance with the provisions of Section7.01(a) hereof.
(c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall
make such records available, on written request, to the Company or its authorized representative within a reasonable period of time
after receipt of such request.
ARTICLE 8
SUPPLEMENTAL AGREEMENTS
Section8.01
Supplemental Agreements without Consent of Holders
. Without the consent of any Holders, the Company, when
authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities
Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the
Company and the Purchase Contract Agent, to:
(a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the
Company herein and in the Certificates;
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2006. EDGAR Online, Inc.