eTrade 2005 Annual Report Download - page 445

(c) The right of each holder of Remarketed Subordinated Notes to have such Subordinated Notes remarketed and sold on any
Remarketing Date shall be subject to the conditions that (i)the Remarketing Agent conducts a Remarketing pursuant to the terms of the
Remarketing Agreement on such Remarketing Date, (ii)neither a Special Event Redemption nor a Termination Event has occurred prior
to such Remarketing Date, (iii)the Remarketing Agent is able to find a purchaser or purchasers for Remarketed Subordinated Notes at
the Remarketing Price based on the Reset Rate and (iv)the purchaser or purchasers deliver the purchase price therefor to the
Remarketing Agent as and when required.
(d) Neither the Trustee, the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment
upon tender of Subordinated Notes for remarketing.
Section8.02
Remarketing
. (a)Unless a Special Event Redemption or a Termination Event has occurred prior to the Initial Remarketing
Date, on the Initial Remarketing Date, the Remarketing Agent shall, pursuant and subject to the terms of the Remarketing Agreement,
use its reasonable efforts to remarket the Remarketed Subordinated Notes at the Remarketing Price.
(b) In the case of a Failed Initial Remarketing, on the Second Remarketing Date, the Remarketing Agent shall use its reasonable efforts
to remarket the Remarketed Subordinated Notes at the Remarketing Price. In the case of a Failed Second Remarketing, on the Final
Remarketing Date, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Subordinated Notes at the
Remarketing Price. It is understood and agreed that Remarketing on any Remarketing Date will be considered successful and no further
attempts will be made if the resulting proceeds are at least equal to the Remarketing Price.
Section8.03
Reset Rate
. (a)In connection with each Remarketing, the Remarketing Agent shall determine the Reset Rate (rounded to
the nearest one-thousandth (0.001) of one percent per annum).
(b) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable
law.
(c) In the event of a Failed Remarketing or if no Applicable Ownership Interests in Subordinated Notes are included in Corporate Units
and none of the holders of the Separate Subordinated Notes elect to have their Subordinated Notes remarketed in any Remarketing, the
applicable interest rate on the Subordinated Notes will not be reset and will continue to be the Coupon Rate.
(d) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the Purchase Contract Settlement Date to the Reset
Rate as determined by the Remarketing Agent under the Remarketing Agreement, and the Company shall issue a press release
containing such Reset Rate and publish such information on its website.
17

2006. EDGAR Online, Inc.