eTrade 2005 Annual Report Download - page 264

(A) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments consistent with the instructions of
the Company as provided for below in this Section5.02(a)(v);
(B) release from the Pledge the Subordinated Notes underlying the Applicable Ownership Interest in Subordinated Notes related to the
Corporate Units as to which such Holder has effected a Cash Settlement; and
(C) instruct the Securities Intermediary to Transfer all such Subordinated Notes to the Purchase Contract Agent for distribution to
such Holder, in each case free and clear of the Pledge created hereby, whereupon the Purchase Contract Agent shall Transfer such
Subordinated Notes in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the
Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Subordinated Notes, and any interest payment
thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the
time period specified in the relevant abandoned property laws of the state where such Subordinated Notes and interest payments
thereon, if any, are held.
The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be
invested;
provided
,
however
, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the
day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct
the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6)of the definition of Permitted
Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for
investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability in respect of losses
incurred as a result of the failure of the Company to provide timely written investment direction.
Upon maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall, and is hereby
authorized to, (A)instruct the Securities Intermediary to remit to the Company on the Purchase Contract Settlement Date such portion
of the proceeds of such Permitted Investments as is equal to the aggregate Purchase Price under all Purchase Contracts in respect of
which Cash Settlement has been affected as provided in this Section5.02 to the Company on the Purchase Contract Settlement Date,
and (B)release any amounts in excess of such amount earned from such Permitted Investments to the Purchase Contract Agent for
distribution to the Holders who have effected Cash Settlement pro-rata in proportion to the amount paid by such Holders under
Section5.02(a)(ii) above.
(b)
Remarketing
. (i)Unless a Special Event Redemption or a Termination Event has occurred prior to the Initial Remarketing Date, in
order to dispose of the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes of any Holders
of Corporate Units who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in
Section5.02(a)(i) above, or who have so notified the Purchase Contract Agent but failed to make such payment as required by
Section5.02(a)(ii) above, the Company shall engage the Remarketing
37

2006. EDGAR Online, Inc.