eTrade 2007 Annual Report Download - page 185

(m) Partial Termination Upon Change in Control of E*TRADE Capital Markets. By Parent, upon a Change in Control of
E*TRADE Capital Markets, with respect to Parent’s obligation to route Covered Orders in NMS Stocks to the Company, with 90 days
prior written notice. For the avoidance of doubt, if Parent effectuates a Partial Termination for NMS Stocks under this Section 8.2(m),
this Agreement would remain in effect with respect to the routing of Covered Orders for Options by Parent to Company, unless the
Company has previously effectuated a Partial Termination with respect to the routing of Covered Orders in Options pursuant to
Section 8.2(l).
(n) Other Terminations. By any Party pursuant to Section 2.3, any Party (or the Successor Entity to Parent) pursuant to
Section 5.5(a), or any Party pursuant to Section 9.7(b).
Section 8.3 Effects of Termination on Accrued Rights. Termination of this Agreement shall be without prejudice to:
(a) The rights of the Parties to any payments due under this Agreement to the date of termination;
(b) any remedies which either Party may then have arising out of or relating to this Agreement; and
(c) either Party’s right to obtain performance of any obligations provided for in this Agreement which survive termination
by their express terms.
Section 8.4 Continuation of Routing Service. Upon termination pursuant to Section 8.2 (other than termination pursuant to
Section 8.2(g) (Company Insolvency), Section 8.2(h) (Parent Insolvency) or Section 8.2(i) (Material Misconduct)); Parent may elect,
by written notice to the Company, to have the Company provide (in which case the Company shall provide) Company Services from
the date of termination to a date specified in such notice (the “End Date”), which End Date shall in no event be later than six months
after the date of termination, upon payment to Company by Parent of usual and customary fees prevailing in the industry; provided,
that notwithstanding anything to the contrary herein the Company’s obligation to pay Parent pursuant to Section 3.1 shall cease
immediately upon any termination of this Agreement; provided, further, that in addition to the payment of usual and customary fees,
Parent shall reimburse the Company for any cost in excess of de minimis cost that the Company shall incur in connection with this
Section 8.4.
Section 8.5 Survival. The following provisions shall survive termination of this Agreement: Article IV (Confidential
Information), Section 5.3 (Disclaimer Of Warranties), Article VI (Indemnification), Section 8.3 (Effects of Termination on Accrued
Rights), Section 8.4 (Continuation of Routing Service), this Section 8.5 (Survival) and Article IX (Miscellaneous). All other provisions
of this Agreement shall terminate effective upon the termination of this Agreement.
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