eTrade 2005 Annual Report Download - page 299

ARTICLE 15
THE COLLATERAL AGENT, THE CUSTODIAL AGENT
AND THE SECURITIES INTERMEDIARY
It is hereby agreed as follows:
Section15.01
Appointment, Powers and Immunities
. The Collateral Agent, the Custodial Agent and the Securities Intermediary shall
act as agent for the Company hereunder with such powers as are specifically vested in the Collateral Agent, the Custodial Agent and
the Securities Intermediary, as the case may be, by the terms of this Agreement. The Collateral Agent, the Custodial Agent and
Securities Intermediary shall:
(a) have no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants or obligations shall
be inferred from this Agreement against the Collateral Agent, the Custodial Agent or the Securities Intermediary, nor shall the
Collateral Agent, the Custodial Agent or the Securities Intermediary be bound by the provisions of any agreement by any party hereto
beyond the specific terms hereof;
(b) not be responsible for any recitals contained in this Agreement, or in any certificate or other document referred to or provided for
in, or received by it under, this Agreement or the Units, or for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be), the Units, any Collateral or any other document referred to or provided for herein or therein or for any failure by the
Company or any other Person (except the Collateral Agent, the Custodial Agent or Securities Intermediary, as the case may be) to
perform any of its obligations hereunder or thereunder or, except as expressly required hereby, for the perfection, priority or
maintenance of any security interest created hereunder;
(c) not be required to initiate or conduct any litigation or collection proceedings hereunder (except pursuant to directions furnished
under Section15.02 hereof, subject to Section15.08 hereof);
(d) not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred
to or provided for herein or in connection herewith or therewith, except for its own negligence or willful misconduct; and
(e) not be required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any
securities or other property deposited hereunder.
Subject to the foregoing, during the term of this Agreement, the Collateral Agent, the Custodial Agent and the Securities Intermediary
shall take all reasonable action in connection with the safekeeping and preservation of the Collateral hereunder as determined by
industry standards.
No provision of this Agreement shall require the Collateral Agent, the Custodial Agent or the Securities Intermediary to expend or risk
its own funds or otherwise incur any liability in the performance of any of its duties hereunder. In no event shall the Collateral Agent,
the Custodial Agent or the Securities Intermediary be liable for any amount in excess of the Value of the Collateral.
Section15.02
Instructions of the Company
. The Company shall have the right, by one or more written instruments executed and
delivered to the Collateral Agent, to direct the time, method and place of
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2006. EDGAR Online, Inc.