eTrade 2005 Annual Report Download - page 440

(f) Upon the termination of any Deferral Period, and the payment of all amounts then due, the Company may begin a new Deferral
Period, subject to the limitations described in this Section2.06. No interest shall be due and payable during a Deferral Period except at
the end thereof.
Section2.07
No Defeasance
. Section10.01(c) of the Base Indenture shall not apply to the Subordinated Notes.
Section2.08
No Sinking Fund or Repayment at Option of the Holder
. The Subordinated Notes are not entitled to the benefit of any
sinking fund and Section12.05 of the Base Indenture shall not apply to the Subordinated Notes.
Section2.09
Paying Agent
. The Company initially appoints the Trustee as the Paying Agent for the Subordinated Notes.
ARTICLE III
REDEMPTION OF THE SUBORDINATED NOTES
Section3.01
Special Event Redemption
. If a Special Event shall occur and be continuing prior to the earlier of the date of a Successful
Remarketing and the Purchase Contract Settlement Date, the Company may, at its option, redeem the Subordinated Notes in whole, but
not in part, on any Interest Payment Date, at a price per Subordinated Note equal to the Redemption Price, payable on the date of
redemption (the “
Special Event Redemption Date
”);
provided
that the Redemption Price shall not include any accrued and unpaid
interest corresponding to such Interest Payment Date, or any interest deferred pursuant to Section2.06, and the full amount of such
interest shall be payable to the Person in whose name the Subordinated Notes are registered at the close of business on the relevant
Record Date.
In connection with any Special Event Redemption, in exchange for any Subordinated Notes surrendered for redemption on or after the
relevant Special Event Redemption Date, the Trustee shall pay an amount equal to the Redemption Amount of such Redemption Price
(a)to the Collateral Agent, in the case of Subordinated Notes that underlie the Applicable Ownership Interests in Subordinated Notes
included in Corporate Units, which amount shall be applied by the Collateral Agent in accordance with the terms of the Purchase
Contract and Pledge Agreement, and (b)to the holders of the Separate Subordinated Notes, in the case of Separate Subordinated
Notes.
Section3.02
Optional Redemption
. The Company may redeem the Subordinated Notes, in whole or in part, on a date not earlier than the
later of (i)the second anniversary of the Purchase Contract Settlement Date, or (ii)five years after commencement of any Deferral Period
then in effect at a price per Subordinated Note equal to the Redemption Price, payable on the date of redemption (the “
Optional
Redemption Date
”).
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