eTrade 2005 Annual Report Download - page 513

The foregoing limitation does not limit, and shall not apply to:
(1) transactions (A)approved by a majority of the disinterested members of the Board of Directors or (B)for which the Company, a
Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment
banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or
Regulated Subsidiary from a financial point of view;
(2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries
or any combination thereof;
(3) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and
customary indemnification arrangements entered into by the Company;
(4) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which
the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes;
(5) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company;
(6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the
Company, containing customary terms, taken as a whole;
(7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a
Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act;
(8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms
and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under
Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or
(9) any Permitted Investments or any Restricted Payments not prohibited by Section4.04.
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2006. EDGAR Online, Inc.