eTrade 2005 Annual Report Download - page 564

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each purchaser (or the Depositary Participant thereof) of Remarketed Notes of the Reset Rate and the number of Remarketed
Notes such purchaser is to purchase;
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each such purchaser (if other than a Depositary Participant) to give instructions to its Depositary Participant to pay the purchase
price on the Remarketing Settlement Date in same day funds against delivery of the Remarketed Notes purchased through the
facilities of the Depositary; and
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each such purchaser (or Depositary Participant thereof) that the Remarketed Notes will not be delivered until the Remarketing
Settlement Date, and, in the case of the Initial Remarketing Date or the Second Remarketing, the Remarketing Settlement Date will
be five Business Days or four Business Days, respectively, following the date of such Remarketing and that if such purchaser
wishes to trade the Remarketed Notes that it has purchased prior to the third Business Day preceding the Remarketing Settlement
Date, such purchaser will have to specify an alternative settlement cycle at the time of any such trade to prevent failed
settlement.
The Remarketing Agent shall also, if required by the Securities Act, deliver, in conformity with the requirements of the Securities Act,
to each purchaser a Prospectus in connection with the Remarketing.
(g) The proceeds from a Successful Remarketing (i)with respect to the Notes underlying the Applicable Ownership Interests in Notes
that are components of the Corporate Units, shall be paid to the Collateral Agent in accordance with Section5.02 of the Purchase
Contract and Pledge Agreement and (ii)with respect to the Separate Notes, shall be paid to the Custodial Agent for payment to the
holders of such Separate Notes in accordance with Section5.02 of the Purchase Contract and Pledge Agreement.
(h) The right of each holder of Remarketed Notes to have such Remarketed Notes remarketed and sold on any Remarketing Date shall
be subject to the conditions that (i)the Remarketing Agent conducts (A)an Initial Remarketing, (B)a Second Remarketing in the event
of a Failed Remarketing on the Initial Remarketing Date and (C)a Final Remarketing in the event of a Failed Remarketing on the Second
Remarketing Date, each pursuant to the terms of this Agreement, (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 Notes at
the Remarketing Price based on the Reset Rate, and (iv)such purchaser or purchasers deliver the purchase price therefor to the
Remarketing Agent as and when required.
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2006. EDGAR Online, Inc.