eTrade 2005 Annual Report Download - page 570

(f) Each of (i)outside counsel for the Company reasonably acceptable to the Remarketing Agent, and (ii)the General Counsel of the
Company, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable
Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in
such counsel’s opinion furnished pursuant to Sections 6(f)(i) and 6(f)(ii) of the Underwriting Agreement, adapted as necessary to
relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or
events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the
Remarketing Agent.
(g) Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing
Agent and dated the applicable Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent.
(h) Subsequent to the Commencement Date and prior to the applicable Remarketing Date, there shall not have occurred any
downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change
that does not indicate the direction of the possible change, in the rating accorded the Company or any of the Company’s securities or
in the rating outlook for the Company by any “nationally recognized statistical rating organization,” as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act.
Section7.
Indemnification.
(a) The Company agrees to indemnify and hold harmless the Remarketing Agent, each person, if any, who controls the Remarketing
Agent within the meaning of either Section15 of the Securities Act or Section20 of the Exchange Act, and each affiliate of the
Remarketing Agent within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating
any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or
caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon information relating to the Remarketing Agent furnished to
the Company in writing by the Remarketing Agent through you expressly for use therein; provided, however, that the foregoing
indemnity shall not inure to the benefit of the Remarketing Agent from whom the person asserting any such losses, claims, damages or
liabilities purchased Remarketed Notes, or any person controlling the Remarketing Agent, if a copy of the applicable Prospectus (as
then amended or supplemented if the Company shall have
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2006. EDGAR Online, Inc.