eTrade 2005 Annual Report Download - page 303

The Purchase Contract Agent shall promptly notify the Company upon the transmission of notice as contemplated by clause (iii)of
Section15.10(a) and any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (iii)of
this Section15.10(a). Upon any such resignation or removal, the Company shall have the right to appoint a successor Collateral Agent,
Custodial Agent or Securities Intermediary, as the case may be, which shall not be an Affiliate of the Purchase Contract Agent. If no
successor Collateral Agent, Custodial Agent or Securities Intermediary shall have been so appointed and shall have accepted such
appointment within 45 days after the retiring Collateral Agent’s, Custodial Agent’s or Securities Intermediary’s giving of notice of
resignation or the Company’s or the Purchase Contract Agent’s giving notice of such removal, then the retiring or removed Collateral
Agent, Custodial Agent or Securities Intermediary may petition any court of competent jurisdiction, at the expense of the Company, for
the appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary. The Collateral Agent, the Custodial
Agent and the Securities Intermediary shall each be a bank or a national banking association which has an office (or an agency office)
in New York City with a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral
Agent, Custodial Agent or Securities Intermediary hereunder by a successor Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be, such successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be,
shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent,
Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be, shall take all appropriate action, subject to payment of any amounts then due and payable to it
hereunder, to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral
Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as
Collateral Agent, Custodial Agent or Securities Intermediary hereunder. After any retiring Collateral Agent’s, Custodial Agent’s or
Securities Intermediary’s resignation hereunder as Collateral Agent, Custodial Agent or Securities Intermediary, the provisions of this
Article 15 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Collateral Agent, the Custodial Agent or the Securities Intermediary. Any resignation or removal of the Collateral Agent, the Custodial
Agent or the Securities Intermediary hereunder, at a time when such Person is also acting as the Collateral Agent, the Custodial Agent
or the Securities Intermediary, as the case may be, shall be deemed for all purposes of this Agreement as the simultaneous resignation
or removal of the Collateral Agent, the Securities Intermediary or the Custodial Agent, as the case may be.
(b) Because The Bank of New York is serving as the Collateral Agent hereunder and also as the Purchase Contract Agent hereunder, if
an event of default or a collateral event of default occurs hereunder The Bank of New York will resign as the Collateral Agent,
Custodial Agent and the Securities Intermediary, but continue to act as the Purchase Contract Agent. A successor Collateral Agent,
Custodial Agent and Securities Intermediary will be appointed in accordance with the terms of this Article 15.
Section15.11
Right to Appoint Agent or Advisor
. The Collateral Agent shall have the right to appoint agents or advisors in connection
with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken or omitted by, or in reliance upon the
advice of, such agents or advisors selected in good faith. The appointment of agents pursuant to this Section15.11 shall be subject to
prior written consent of the Company, which consent shall not be unreasonably withheld.
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2006. EDGAR Online, Inc.