eTrade 2005 Annual Report Download - page 301

Securities Intermediary shall be the successor of the Collateral Agent, the Custodial Agent or the Securities Intermediary hereunder
without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except
where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary
notwithstanding.
Section15.06
Rights in Other Capacities
. The Collateral Agent, the Custodial Agent and the Securities Intermediary and their affiliates
may (without having to account therefor to the Company) accept deposits from, lend money to, make their investments in and
generally engage in any kind of banking, trust or other business with the Purchase Contract Agent, any other Person interested herein
and any Holder (and any of their respective subsidiaries or affiliates) as if it were not acting as the Collateral Agent, the Custodial
Agent or the Securities Intermediary, as the case may be, and the Collateral Agent, the Custodial Agent, the Securities Intermediary
and their affiliates may accept fees and other consideration from the Purchase Contract Agent and any Holder without having to
account for the same to the Company;
provided
that each of the Collateral Agent, the Custodial Agent and the Securities Intermediary
covenants and agrees with the Company that it shall not accept, receive or permit there to be created in favor of itself and shall take no
affirmative action to permit there to be created in favor of any other Person, any security interest, lien or other encumbrance of any
kind in or upon the Collateral other than the lien created by the Pledge.
Section15.07
Non-reliance on the Collateral Agent, Custodial Agent and Securities Intermediary
. None of the Collateral Agent, the
Custodial Agent and the Securities Intermediary shall be required to keep itself informed as to the performance or observance by the
Purchase Contract Agent or any Holder of this Agreement, the Units or any other document referred to or provided for herein or
therein or to inspect the properties or books of the Purchase Contract Agent or any Holder. None of the Collateral Agent, the
Custodial Agent or the Securities Intermediary shall have any duty or responsibility to provide the Company with any credit or other
information concerning the affairs, financial condition or business of the Purchase Contract Agent or any Holder (or any of their
respective affiliates) that may come into the possession of the Collateral Agent, the Custodial Agent or the Securities Intermediary or
any of their respective affiliates.
Section15.08
Compensation and Indemnity
. The Company agrees to:
(a) pay the Collateral Agent, the Custodial Agent and the Securities Intermediary from time to time such compensation as shall be
agreed in writing between the Company and the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may
be, for all services rendered by them hereunder;
(b) indemnify and hold harmless the Collateral Agent, the Custodial Agent, the Securities Intermediary and each of their respective
directors, officers, agents and employees (collectively, the “
Pledge Indemnitees
”), from and against any and all claims, liabilities,
losses, damages, fines, penalties and expenses (including reasonable fees and expenses of counsel) (collectively, “
Losses
” and
individually, a “
Loss
”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any
instructions or other directions upon which any of the Collateral Agent, the Custodial Agent or the Securities Intermediary is entitled
to rely pursuant to the terms of this Agreement, provided that the Collateral Agent, the Custodial Agent or the Securities Intermediary
has not acted with negligence or engaged in willful misconduct or bad faith with respect to the specific Loss against which
indemnification is sought; and
(c) in addition to and not in limitation of paragraph (b)of this Section15.08, indemnify and hold the Indemnitees and each of them
harmless from and against any and all Losses that may be imposed on, incurred by or asserted against, the Indemnitees or any of them
in connection with or
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2006. EDGAR Online, Inc.