Common use of Duties of Option Agent Clause in Contracts

Duties of Option Agent. The Option Agent undertakes only the specific duties and obligations imposed under this Agreement upon the following terms and conditions, by all of which the Depositor, each Option Holder and each Certificateholder shall be bound: (a) The Option Agent may consult with legal counsel (who may be legal counsel for the Depositor or any of its Affiliates), and the opinion of such counsel shall be full and complete authorization and protection to the Option Agent as to any action taken or omitted by it in good faith and in accordance with such opinion, provided the Option Agent shall have exercised reasonable care in the selection by it of such counsel. (b) Whenever in the performance of its duties under this Agreement, the Option Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Depositor or the Trustee prior to taking or suffering any action under this Agreement, such fact or matter may be deemed to be conclusively proved and established by a Depositor Order or a certificate signed by a Responsible Officer of the Trustee and delivered to the Option Agent; and such certificate shall be full authorization to the Option Agent for any action taken or suffered in good faith by it under this Agreement in reliance upon such certificate. (c) The Option Agent shall be liable under this Agreement only for its own negligence, willful misconduct or bad faith. (d) The Option Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Depositor only. (e) The Option Agent shall not have any responsibility in respect of and makes no representation as to the validity of the Class A-1 Options or the execution and delivery of this Agreement (except the due execution of this Agreement by the Option Agent); nor shall it be responsible for any breach by the Trustee or any Option Holder of any covenant or condition contained in this Agreement; nor shall it by any act under this Agreement be deemed to make any representation or warranty as to the Certificates or the Underlying Securities. (f) The Option Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties under this Agreement from the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, a Vice President, a Senior Vice President, a Managing Director, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Depositor, and any Responsible Officer of the Trustee, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer. (g) The Option Agent and any shareholder, director, officer or employee of the Option Agent may buy, sell or deal in any of the Class A-1 Options, the Class B-1 Options or the Certificates or otherwise act as fully and freely as though it were not Option Agent under this Agreement, so long as such persons do so in full compliance with all applicable laws and, to the extent applicable, the Trust Agreement. Nothing in this Agreement shall preclude The Bank of New York from acting in any other capacity for the Trust, the Depositor or for any other legal entity. (h) The Option Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty under this Agreement either itself or by or through its attorneys or agents. (i) The Option Agent shall act solely as the agent of the Option Holders under this Agreement. The Option Agent shall not be liable except for the failure to perform such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Option Agent, whose duties shall be determined solely by the express provisions of this Agreement. The Option Agent shall not be deemed to be a fiduciary of any other person. (j) The Option Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect of this Agreement, unless first indemnified to its satisfaction, but this provision shall not affect the power of the Option Agent to take such action as the Option Agent may consider proper, whether with or without such indemnity. The Option Agent shall promptly notify the Depositor and the Trustee in writing of any claim made or action, suit or proceeding instituted against it arising out of or in connection with this Agreement.

Duties of Option Agent. The Option Agent undertakes only the specific duties and obligations imposed under this Agreement upon the following terms and conditions, by all of which the Depositor, each the Option Holder and each Certificateholder shall be bound: (a) The Option Agent may consult with legal counsel (who may be legal counsel for the Depositor or any of its Affiliates), and the opinion of such counsel shall be full and complete authorization and protection to the Option Agent as to any action taken or omitted by it in good faith and in accordance with such opinion, provided the Option Agent shall have exercised reasonable care in the selection by it of such counsel. (b) Whenever in the performance of its duties under this Agreement, the Option Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Depositor or the Trustee prior to taking or suffering any action under this Agreement, such fact or matter may be deemed to be conclusively proved and established by a Depositor Order or a certificate signed by a Responsible Officer of the Trustee and delivered to the Option Agent; and such Depositor Order or certificate shall be full authorization to the Option Agent for any action taken or suffered in good faith by it under this Agreement in reliance upon such Depositor Order or certificate. (c) The Option Agent shall be liable under this Agreement only for its own gross negligence, willful misconduct or bad faith. (d) The Option Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Depositor only. (e) The Option Agent shall not have any responsibility in respect of and makes no representation as to the validity of the Class A-1 Call Options or the execution and delivery of this Agreement (except the due execution of this Agreement by the Option Agent); nor shall it be responsible for any breach by the Trustee or any the Option Holder of any covenant or condition contained in this Agreement; nor shall it by any act under this Agreement be deemed to make any representation or warranty as to the Certificates or the Underlying Securities. (f) The Option Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties under this Agreement from the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, a Vice President, a Senior Vice President, a Managing Director, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Depositor, and any Responsible Officer of the Trustee, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer. (g) The Option Agent and any shareholder, director, officer or employee of the Option Agent may buy, sell or deal in any of the Class A-1 Options, the Class B-1 Call Options or the Certificates or otherwise act as fully and freely as though it were not Option Agent under this Agreement, so long as such persons do so in full compliance with all applicable laws and, to the extent applicable, the Trust Agreement. Nothing in this Agreement shall preclude The U.S. Bank of New York Trust National Association from acting in any other capacity for the Trust, the Depositor or for any other legal entity. (h) The Option Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty under this Agreement either itself or by or through its attorneys or agents. (i) The Option Agent shall act solely as the agent of the Option Holders Certificateholders under this Agreement. The Option Agent shall not be liable except for the failure to perform such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Option Agent, whose duties shall be determined solely by the express provisions of this Agreement. The Option Agent shall not be deemed to be a fiduciary of any other person. (j) The Option Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect of this Agreement, unless first indemnified to its satisfaction, but this provision shall not affect the power of the Option Agent to take such action as the Option Agent may consider proper, whether with or without such indemnity. The Option Agent shall promptly notify the Depositor and the Trustee in writing of any claim made or action, suit or proceeding instituted against it arising out of or in connection with this Agreement.

Duties of Option Agent. The Option Agent undertakes only the specific duties and obligations imposed under this Agreement upon the following terms and conditions, by all of which the Depositor, each Option Holder and each Certificateholder shall be bound: (a) The Option Agent may consult with legal counsel (who may be legal counsel for the Depositor or any of its Affiliates), and the opinion of such counsel shall be full and complete authorization and protection to the Option Agent as to any action taken or omitted by it in good faith and in accordance with such opinion, provided the Option Agent shall have exercised reasonable care in the selection by it of such counsel. (b) Whenever in the performance of its duties under this Agreement, the Option Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Depositor or the Trustee prior to taking or suffering any action under this Agreement, such fact or matter may be deemed to be conclusively proved and established by a Depositor Order or a certificate signed by a Responsible Officer of the Trustee and delivered to the Option Agent; and such certificate shall be full authorization to the Option Agent for any action taken or suffered in good faith by it under this Agreement in reliance upon such certificate. (c) The Option Agent shall be liable under this Agreement only for its own gross negligence, willful misconduct or bad faith. (d) The Option Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Depositor only. (e) The Option Agent shall not have any responsibility in respect of and makes no representation as to the validity of the Class A-1 Options or the execution and delivery of this Agreement (except the due execution of this Agreement by the Option Agent); nor shall it be responsible for any breach by the Trustee or any Option Holder of any covenant or condition contained in this Agreement; nor shall it by any act under this Agreement be deemed to make any representation or warranty as to the Certificates or the Underlying Securities. (f) The Option Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties under this Agreement from the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, a Vice President, a Senior Vice President, a Managing Director, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Depositor, and any Responsible Officer of the Trustee, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer. (g) The Option Agent and any shareholder, director, officer or employee of the Option Agent may buy, sell or deal in any of the Class A-1 Options, the Class B-1 Options or the Certificates or otherwise act as fully and freely as though it were not Option Agent under this Agreement, so long as such persons do so in full compliance with all applicable laws and, to the extent applicable, the Trust Agreement. Nothing in this Agreement shall preclude The U.S. Bank of New York Trust National Association from acting in any other capacity for the Trust, the Depositor or for any other legal entity. (h) The Option Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty under this Agreement either itself or by or through its attorneys or agents. (i) The Option Agent shall act solely as the agent of the Option Holders Certificateholders under this Agreement. The Option Agent shall not be liable except for the failure to perform such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Option Agent, whose duties shall be determined solely by the express provisions of this Agreement. The Option Agent shall not be deemed to be a fiduciary of any other person. (j) The Option Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect of this Agreement, unless first indemnified to its satisfaction, but this provision shall not affect the power of the Option Agent to take such action as the Option Agent may consider proper, whether with or without such indemnity. The Option Agent shall promptly notify the Depositor and the Trustee in writing of any claim made or action, suit or proceeding instituted against it arising out of or in connection with this Agreement.

Duties of Option Agent. The Option Agent undertakes only the specific duties and obligations imposed under this Agreement upon the following terms and conditions, by all of which the Depositor, each the Option Holder and each Certificateholder shall be bound: (a) The Option Agent may consult with legal counsel (who may be legal counsel for the Depositor or any of its Affiliates), and the opinion of such counsel shall be full and complete authorization and protection to the Option Agent as to any action taken or omitted by it in good faith and in accordance with such opinion, provided the Option Agent shall have exercised reasonable care in the selection by it of such counsel. (b) Whenever in the performance of its duties under this Agreement, the Option Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Depositor or the Trustee prior to taking or suffering any action under this Agreement, such fact or matter may be deemed to be conclusively proved and established by a Depositor Order or a certificate signed by a Responsible Officer of the Trustee and delivered to the Option Agent; and such certificate shall be full authorization to the Option Agent for any action taken or suffered in good faith by it under this Agreement in reliance upon such certificate. (c) The Option Agent shall be liable under this Agreement only for its own gross negligence, willful misconduct or bad faith. (d) The Option Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Depositor only. (e) The Option Agent shall not have any responsibility in respect of and makes no representation as to the validity of the Class A-1 Call Options or the execution and delivery of this Agreement (except the due execution of this Agreement by the Option Agent); nor shall it be responsible for any breach by the Trustee or any the Option Holder of any covenant or condition contained in this Agreement; nor shall it by any act under this Agreement be deemed to make any representation or warranty as to the Certificates or the Underlying Securities. (f) The Option Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties under this Agreement from the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, a Vice President, a Senior Vice President, a Managing Director, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Depositor, and any Responsible Officer of the Trustee, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer. (g) The Option Agent and any shareholder, director, officer or employee of the Option Agent may buy, sell or deal in any of the Class A-1 Options, the Class B-1 Call Options or the Certificates or otherwise act as fully and freely as though it were not Option Agent under this Agreement, so long as such persons do so in full compliance with all applicable laws and, to the extent applicable, the Trust Agreement. Nothing in this Agreement shall preclude The U.S. Bank of New York Trust National Association from acting in any other capacity for the Trust, the Depositor or for any other legal entity. (h) The Option Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty under this Agreement either itself or by or through its attorneys or agents. (i) The Option Agent shall act solely as the agent of the Option Holders Certificateholders under this Agreement. The Option Agent shall not be liable except for the failure to perform such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Option Agent, whose duties shall be determined solely by the express provisions of this Agreement. The Option Agent shall not be deemed to be a fiduciary of any other person. (j) The Option Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect of this Agreement, unless first indemnified to its satisfaction, but this provision shall not affect the power of the Option Agent to take such action as the Option Agent may consider proper, whether with or without such indemnity. The Option Agent shall promptly notify the Depositor and the Trustee in writing of any claim made or action, suit or proceeding instituted against it arising out of or in connection with this Agreement.