eTrade 2005 Annual Report Download - page 576

Section14.
Persons Entitled to Benefit of Agreement.
This Agreement shall inure to the benefit of and be binding upon each party hereto and its respective successors. This Agreement and
the terms and provisions hereof are for the sole benefit of only those persons, except that (x)the representations, warranties,
indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the Remarketing
Agent and the person or persons, if any, who control the Remarketing Agent within the meaning of Section15 of the Securities Act and
(y)the indemnity agreement of the Remarketing Agent contained in Section7 of this Agreement shall be deemed to be for the benefit of
the Company’s directors and officers who sign the Registration Statement, if any, and any person controlling the Company within the
meaning of Section15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to give any person,
other than the persons referred to herein, any legal or equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein.
Section15.
Survival.
The respective indemnities, representations, warranties and agreements of the Company and the Remarketing Agent contained in this
Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive any Remarketing and shall remain
in full force and effect, regardless of any investigation made by or on behalf of any of them or any person controlling any of them.
Section16.
Governing Law.
THIS AGREEMENT 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.
Section17.
Judicial Proceedings.
(a) Each party hereto expressly accepts and irrevocably submits to the non-exclusive jurisdiction of the United States Federal or New
York State court sitting in the Borough of Manhattan, The City of New York, New York, over any suit, action or proceeding arising out
of or relating to this Agreement or the Remarketed Notes. To the fullest extent it may effectively do so under applicable law, each party
hereto irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the
jurisdiction of any such court, any objection that it may now or
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2006. EDGAR Online, Inc.