eTrade 2005 Annual Report Download - page 563

herein and in the Purchase Contract and Pledge Agreement and the Indenture, the Reset Rate for the Notes, and (iii)performing such
other duties as are assigned to the Remarketing Agent in the Transaction Documents.
(b) Unless a Special Event Redemption or a Termination Event has occurred, on the fifth Business Day immediately preceding the
Purchase Contract Settlement Date (the “Initial Remarketing Date”), the Remarketing Agent shall use its reasonable efforts to remarket
(“Initial Remarketing”) the Remarketed Notes, at the Remarketing Price.
(c) In the case of a Failed Remarketing on the Initial Remarketing Date and unless a Special Event Redemption or a Termination Event
has occurred, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date (the “Second Remarketing
Date”), the Remarketing Agent shall use its reasonable efforts to remarket (the “Second Remarketing”) the Remarketed Notes at the
Remarketing Price. In the case of a Failed Remarketing on the Second Remarketing Date and unless a Special Event Redemption or a
Termination Event has occurred, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the “Final
Remarketing Date”), the Remarketing Agent shall use its reasonable efforts to remarket (the “Final Remarketing”) the Remarketed
Notes at the Remarketing Price. It is understood and agreed that the 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.
(d) In connection with each Remarketing, the Remarketing Agent shall determine, in consultation with the Company, the terms of the
notes, including those which may be modified in connection with the remarketing pursuant to the Indenture, including the rate per
annum, rounded to the nearest one-thousandth (0.001) of one percent per annum, that the Notes should bear (the “Reset Rate”) in
order for the Remarketed Notes to have an aggregate market value equal to the Remarketing Price and that in the sole reasonable
discretion of the Remarketing Agent will enable it to remarket all of the Remarketed Notes at the Remarketing Price in such
Remarketing; provided that such rate shall not exceed the maximum interest rate permitted by applicable law.
(e) If, by 4:00 p.m., New York City time, on the applicable Remarketing Date, (1)the Remarketing Agent is unable to remarket all of the
Remarketed Notes, other than to the Company, at the Remarketing Price pursuant to the terms and conditions hereof or (2)the
Remarketing did not occur on such Remarketing Date because one of the conditions set forth in Section6 hereof was not satisfied, a
Failed Remarketing shall be deemed to have occurred. The Remarketing Agent shall advise by telephone the Depositary, the Purchase
Contract Agent and the Company of any such Failed Remarketing. Whether or not there has been a Failed Remarketing will be
determined in the sole reasonable discretion of the Remarketing Agent.
(f) In the event of a Successful Remarketing, by approximately 4:30 p.m., New York City time, on the applicable Remarketing Date, the
Remarketing Agent shall advise, by telephone:
(
1
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the Depositary, the Purchase Contract Agent and the Company of the Reset Rate determined by the Remarketing Agent in such
Remarketing and the number of Remarketed Notes sold in such Remarketing;
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