eTrade 2005 Annual Report Download - page 304

Section15.12
Survival
. The provisions of this Article 15 shall survive termination of this Agreement and the resignation or removal of
the Collateral Agent, the Custodial Agent or the Securities Intermediary.
Section15.13
Exculpation
. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Collateral
Agent, the Custodial Agent or the Securities Intermediary or their officers, directors, employees or agents be liable under this
Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including, but not
limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Collateral Agent, the Custodial Agent or
the Securities Intermediary, or any of them and regardless of the form of action.
Section15.14
Expenses, Etc
. The Company agrees to reimburse the Collateral Agent, the Custodial Agent and the Securities
Intermediary for:
(a) all reasonable costs, fees and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including,
without limitation, the reasonable fees and expenses of counsel to the Collateral Agent, the Custodial Agent and the Securities
Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and (ii)any
modification, supplement or waiver of any of the terms of this Agreement;
(b) all reasonable costs, fees and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including,
without limitation, reasonable fees and expenses of counsel) in connection with (i)any enforcement or proceedings resulting or
incurred in connection with causing any Holder to satisfy its obligations under the Purchase Contracts forming a part of the Units and
(ii)the enforcement of this Section15.14;
(c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any other document referred to herein and all costs, expenses, taxes, assessments and other charges
incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby;
(d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company
under Section15.11 of this Agreement; and
(e) any other out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities
Intermediary in connection with the performance of their duties hereunder.
Section15.15
Force Majeure
.
In no event shall any of the Collateral Agent, Custodial Agent and Securities Intermediary be responsible or liable for any failure or
delay in the performance of its obligations under this Agreement arising out of or caused directly or indirectly, by acts of God;
earthquake; fires; floods; wars; civil or military disturbances; terrorist acts; sabotage; epidemics; riots; interruptions, loss or
malfunctions of utilities; accidents; labor disputes; or acts of civil or military authority or governmental actions; it being understood
that the Purchase Contract Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under such circumstances.
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2006. EDGAR Online, Inc.