eTrade 2005 Annual Report Download - page 575

Section12.
Termination.
This Agreement shall automatically terminate (i)as to the Remarketing Agent on the effective date of the resignation or removal of the
Remarketing Agent pursuant to Section9 and (ii)on the earlier of (x)any Special Event Redemption Date, (y)the occurrence of a
Termination Event and (z)the Business Day immediately following the Purchase Contract Settlement Date. If this Agreement is
terminated pursuant to any of the other provisions hereof, except as otherwise provided herein, the Company shall not be under any
liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that if this
Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent for all of its
out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by it. Notwithstanding any
termination of this Agreement, in the event there has been a Successful Remarketing, the obligations set forth in Section4 hereof shall
survive and remain in full force and effect until all amounts payable under said Section4 shall have been paid in full. In addition,
Sections 7, 8 and 11 hereof shall survive the termination of this Agreement or the resignation or removal of the Remarketing Agent.
Section13.
Notices.
All statements, requests, notices and agreements hereunder shall be in writing, and:
(
a
)
if to the Remarketing Agent, shall be delivered or sent by mail, telex or facsimile transmission to Morgan Stanley& Co.
Incorporated, 1585 Broadway, New York, NY, 10036, Attention: Attention: Equity Syndicate Desk;
(
b
)
if to the Company, shall be delivered or sent by mail, telex or facsimile transmission to E*TRADE Financial Corporation, 671
North Glebe Road, Arlington, Virginia 22203, Attention: General Counsel; and
(
c
)
if to the Purchase Contract Agent, shall be delivered or sent by mail, telex or facsimile transmission to The Bank of New York, 101
Barclay Street, Floor 8W, New York, NY 10286, Attention: Corporate Trust Division-Corporate Finance Unit (Fax: [phone]).
Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.
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