eTrade 2005 Annual Report Download - page 574

such person as soon as reasonably practicable. The provisions of Section7 and Section8 shall survive the resignation or removal of
any Remarketing Agent pursuant to this Agreement.
Section10.
Dealing in Securities.
The Remarketing Agent, when acting as a Remarketing Agent or in its individual or any other capacity, may, to the extent permitted by
law, buy, sell, hold and deal in any of the Remarketed Notes, Corporate Units, Treasury Units or any of the securities of the Company
(collectively, the “Securities”). The Remarketing Agent may exercise any vote or join in any action which any beneficial owner of such
Securities may be entitled to exercise or take pursuant to the Indenture with like effect as if it did not act in any capacity hereunder. The
Remarketing Agent, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or
other transaction with the Company as freely as if it did not act in any capacity hereunder.
Section11.
Remarketing Agent’s Performance; Duty of Care.
The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the
Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement or
any of the Transaction Documents. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may
conclusively rely upon any document furnished to it, as to the truth of the statements expressed in any of such documents. The
Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed,
presented or made by the proper party or parties except as otherwise set forth herein. The Remarketing Agent shall have no obligation
to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the
maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company (which the Company
agrees to provide prior to the eighth Business Day before the Initial Remarketing Date) as to whether or not there is any such limitation
and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the
Company or to any holder of Remarketed Notes in its individual capacity or as Remarketing Agent for any action or failure to act, on its
part in connection with a Remarketing or otherwise, except if such liability is (i)judicially determined to have resulted from its failure to
comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (ii)determined
pursuant to Section7 or 8 of this Agreement. The provisions of this Section11 shall survive the termination of this Agreement and shall
survive the resignation or removal of any Remarketing Agent pursuant to this Agreement.
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2006. EDGAR Online, Inc.