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Cont. (Part 3)
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Vol. 1- City of Santa Ana Financing Authority (Police Admin. and Holding Facility)
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Cont. (Part 3)
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given by it and sent, delivered or directed to the Market Agent under, pursuant to, or as permitted <br /> by, any provision of this Agreement shall be sufficient for purposes of this Agreement if such <br /> comment is in writing and signed by any officer of the Trustee. In the absence of bad faith or <br /> negligence on its part, neither the Market Agent nor its officers or employees shall be liable for any <br /> action taken, suffered or omitted or for any error of judgment made in the performance of its duties <br /> under this Agreement. The Market Agent shall not be liable for any error of judgment made in good <br /> faith unless the Market Agent shall have been negligent in ascertaining (or failing to ascertain) the <br /> pertinent facts. No party shall be liable for any default resulting from force majeure, which shall <br /> be deemed to include any circumstances beyond the reasonable control of the party affected. No <br /> action, regardless of form, arising out of or pertaining to the role of the Market Agent hereunder <br /> may be brought by any party hereto or beneficiary hereof more than twelve (12) months after the <br /> cause of action has occurred. <br /> (b) In acting under this Agreement, and in connection with the ARS and the IRS, <br /> the Market Agent is acting solely as agent of the Trustee and does not assume any obligation or <br /> relationship of agency or trust for or with any of the Beneficial Owners of the ARS or the IRS. <br /> (c) The Market Agent may consult with counsel satisfactory to it, and the advice <br /> of such counsel shall be full and complete authorization and protection in respect of any action taken <br /> or omitted to be taken or suffered by it hereunder in good faith and in accordance with the advice <br /> of such counsel. <br /> (d) The Market Agent, its directors, officers and employees may become the <br /> owner of, or acquire an interest in, any ARS or IRS, with the same rights that such Market Agent, <br /> director, officer or employee would have if the Market Agent were not Market Agent hereunder, and <br /> the Market Agent, its directors, officers and employees may engage or be interested in any financial <br /> or other transaction with the Authority and may act on, or as depository, paying agent or agent for, <br /> any committee or body of holders of ARS or IRS or other obligations of the Authority as freely as <br /> if the Market Agent were not a Market Agent hereunder. <br /> (e) The Market Agent shall not incur any liability with respect to the validity of <br /> any of the ARS or the IRS. <br /> Section 9. Duties of the Market Agent. The Market Agent shall be obligated only <br /> to perform such duties as are specifically set forth herein and no other duties or obligations on the <br /> part of the Market Agent, in its capacity as such, shall be implied by this Agreement. <br /> Section 10. Termination. This Agreement shall terminate upon the final payment <br /> on account of the ARS and the IRS. The Market Agent may resign and may be discharged as <br /> provided for in Section 10 of Appendix A of the Indenture. <br /> Section 11. Communications. <br /> (a) Except for communications authorized to be made by telephone by this <br /> Agreement, all notices, requests and other communications to the Authority, the Market Agent, the <br /> LA1-69758.1 3 <br />
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