eTrade 2005 Annual Report Download - page 562

Cash Settlement of the related Purchase Contracts pursuant to the terms of the Purchase Contract and Pledge Agreement or who have
so notified the Purchase Contract Agent but failed to make the required cash payment prior to 5:00 pm, New York City time, on the sixth
Business Day immediately preceding the Purchase Contract Settlement Date pursuant to the terms of the Purchase Contract and
Pledge Agreement, and (b)the Separate Notes of the holders of Separate Notes, if any, who have elected to have their Separate Notes
remarketed in such Remarketing pursuant to the terms of the Purchase Contract and Pledge Agreement.
“Remarketing”
means the remarketing of the Remarketed Notes pursuant to this Remarketing Agreement on any of the Initial
Remarketing Date, the Second Remarketing Date or the Final Remarketing Date.
“Remarketing Fee”
has the meaning specified in Section4.
“Remarketing Materials”
means the Preliminary Prospectus, the Prospectus or any other information furnished by the Company to
the Remarketing Agent for distribution to investors in connection with the Remarketing.
“Remarketing Settlement Date”
means the Purchase Contract Settlement Date.
“Reset Rate”
has the meaning specified in Section2(d).
“Second Remarketing”
has the meaning specified in Section2(c).
“Second Remarketing Date”
has the meaning specified in Section2(c).
“Securities”
has the meaning specified in Section10.
“Notes”
means the series of subordinated notes, as modified in connection with the Remarketing, designated 6.125% Subordinated
Notes due 2018 of the Company.
“Transaction Documents”
means this Agreement, the Purchase Contract and Pledge Agreement and the Indenture, in each case as
amended or supplemented from time to time.
“Underwriting Agreement”
has the meaning specified in Section3(a).
Section2.
Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints Morgan Stanley& Co. Incorporated as the exclusive Remarketing Agent, and, subject to the terms
and conditions set forth herein, Morgan Stanley& Co. Incorporated hereby accepts appointment as Remarketing Agent, for the
purpose of (i)remarketing the Remarketed Notes on behalf of the holders thereof, (ii)determining, in consultation with the Company, in
the manner provided for
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2006. EDGAR Online, Inc.