eTrade 2005 Annual Report Download - page 286

Section7.07
Compensation and Reimbursement.
The Company agrees:
(a) to pay to the Purchase Contract Agent compensation for all services rendered by it hereunder and under the Remarketing
Agreement as the Company and the Purchase Contract Agent shall from time to time agree in writing;
(b) except as otherwise expressly provided for herein, to reimburse the Purchase Contract Agent upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Purchase Contract Agent in accordance with any provision of this
Agreement and the Remarketing Agreement (including the reasonable compensation and the expenses and disbursements of its agents
and counsel) in connection with the negotiation, preparation, execution and delivery and performance of this Agreement and the
Remarketing Agreement and any modification, supplement or waiver of any of the terms thereof, except any such expense,
disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and
(c) to indemnify the Purchase Contract Agent and any predecessor Purchase Contract Agent and each of its directors, officers, agents
and employees (collectively, with the Purchase Contract Agent, the “
Indemnitees
”) for, and to hold each Indemnitee harmless
against, any loss, claim, damage, fine, penalty, liability, fee or expense (including reasonable fees and expenses of counsel) incurred
without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of
its duties hereunder and the Remarketing Agreement, including the Indemnitees’ reasonable costs and expenses of defending
themselves against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the
exercise or performance of any of the Purchase Contract Agent’s powers or duties hereunder or thereunder.
The provisions of this Section shall survive the resignation and removal of the Purchase Contract Agent the satisfaction or discharge
of the Units and the Purchase Contracts and the termination of this Agreement.
Section7.08
Corporate Purchase Contract Agent Required; Eligibility
. There shall at all times be a Purchase Contract Agent
hereunder which shall be a Person organized and doing business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to exercise corporate trust powers, having (or being a member of a bank holding
company having) a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State
authority and having a corporate trust office in the Borough of Manhattan, New York City, if there be such a Person in the Borough of
Manhattan, New York City, qualified and eligible under this Article and willing to act on reasonable terms. If such Person publishes or
files reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published or filed. If at any time the Purchase Contract Agent shall cease to be
eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.
Section7.09
Resignation and Removal; Appointment of Successor
. (a)No resignation or removal of the Purchase Contract Agent and
no appointment of a successor Purchase Contract Agent pursuant to this Article shall become effective until the acceptance of
appointment by the successor Purchase Contract Agent in accordance with the applicable requirements of Section7.10.
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2006. EDGAR Online, Inc.