eTrade 2005 Annual Report Download - page 243

Section1.07
Effect of Headings and Table of Contents
. The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
Section1.08
Successors and Assigns
. This Agreement shall be binding upon and inure to the benefit of the respective successors and
assigns of the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary, and
the Holders from time to time of the Units, by their acceptance of the same, shall be deemed to have agreed to be bound by the
provisions hereof and to have ratified the agreements of, and the grant of the Pledge hereunder by, the Purchase Contract Agent.
Section1.09
Separability Clause
. In case any provision in this Agreement or in the Units shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby.
Section1.10
Benefits of Agreement
. Nothing contained in this Agreement or in the Units, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and, to the extent provided hereby, the Holders, any benefits or any legal
or equitable right, remedy or claim under this Agreement. The Holders from time to time shall be beneficiaries of this Agreement and
shall be bound by all of the terms and conditions hereof and of the Units evidenced by their Certificates by their acceptance of
delivery of such Certificates.
Section1.11
Governing Law
. THIS AGREEMENT AND THE UNITS SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW
PROVISIONS THEREOF TO THE EXTENT A DIFFERENT LAW WOULD GOVERN AS A RESULT. The Company, the Collateral
Agent, the Custodial Agent, the Securities Intermediary and the Holders from time to time of the Units, acting through the Purchase
Contract Agent as their attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the United States District Court for the
Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings
arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Collateral Agent, the Custodial
Agent, the Securities Intermediary and the Holders from time to time of the Units, acting through the Purchase Contract Agent as their
attorney-in-fact, irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in
such a court has been brought in an inconvenient forum.
Section1.12
Legal Holidays
. In any case where any Payment Date shall not be a Business Day (notwithstanding any other provision
of this Agreement or the Units), and distributions shall not be paid on such date, but shall be paid on the next succeeding Business
Day, with the same force and effect as if made on such scheduled Payment Date;
provided
that no interest shall accrue or be payable
by the Company or to any Holder in respect of such delay.
In any case where the Purchase Contract Settlement Date or any Early Settlement Date or Cash Merger Early Settlement Date shall not
be a Business Day (notwithstanding any other provision of this Agreement or the Units), Purchase Contracts shall not be performed
and Early Settlement and Cash Merger Early Settlement shall not be effected on such date, but Purchase Contracts shall be performed
or Early Settlement or Cash Merger Early Settlement shall be effected, as applicable, on the next succeeding Business Day with the
same force and effect as if made on such Purchase Contract Settlement Date, Early Settlement Date or Cash Merger Early Settlement
Date, as applicable.
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2006. EDGAR Online, Inc.