eTrade 2005 Annual Report Download - page 231

(iii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral.
“
Collateral Account
” means the securities account of The Bank of New York, as Collateral Agent, maintained on the books of the
Securities Intermediary and designated “The Bank of New York, as Collateral Agent of E*TRADE Financial Corporation, as pledgee of
The Bank of New York, as the Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders”.
“
Collateral Agent
” means the Person named as “Collateral Agent” in the first paragraph of this Agreement until a successor
Collateral Agent shall have become such pursuant to this Agreement, and thereafter “Collateral Agent” shall mean the Person who is
then the Collateral Agent hereunder.
“
collateral event of default
” has the meaning set forth in Section13.01(b).
“
Collateral Substitution
” means (i)with respect to the Corporate Units, (x)the substitution of the Pledged Applicable Ownership
Interests in Subordinated Notes included in such Corporate Units (if the Applicable Ownership Interests in the Treasury Portfolio have
not replaced the Applicable Ownership Interests in Subordinated Notes as a component of the Corporate Units) with Treasury
Securities in an aggregate principal amount at maturity equal to the aggregate principal amount of such Pledged Applicable Ownership
Interests in Subordinated Notes, or (y)the substitution of the Pledged Applicable Ownership Interests in the Treasury Portfolio
included in such Corporate Units (if the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable
Ownership Interests in Subordinated Notes as a component of the Corporate Units) with Treasury Securities in an aggregate principal
amount at maturity equal to such Pledged Applicable Ownership Interests in the Treasury Portfolio, or (ii)with respect to the Treasury
Units, (x)the substitution of the Pledged Treasury Securities included in such Treasury Units (if the Applicable Ownership Interests in
the Treasury Portfolio have not replaced the Applicable Ownership Interests in Subordinated Notes as a component of the Corporate
Units) with Subordinated Notes in an aggregate principal amount equal to the aggregate principal amount at stated maturity of the
Pledged Treasury Securities, or (y)the substitution of the Pledged Treasury Securities included in such Treasury Units (if the
Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Subordinated Notes as
a component of the Corporate Units) with the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i)of the
definition thereof).
“
Common Stock
” means the common stock, $0.01 par value, of the Company.
“
Company
” means the Person named as the “Company” in the first paragraph of this instrument until a successor shall have become
such pursuant to the applicable provision of this Agreement, and thereafter “Company” shall mean such successor.
“
Constituent Person
” has the meaning set forth in Section5.04(b)(i).
“
Corporate Trust Office
” means the office of the Purchase Contract Agent at which, at any particular time, its corporate trust
business shall be principally administered, which office at the date hereof is located at 101 Barclay Street, 8W, New York, NY 10286
Attention: Corporate Trust Division - Corporate Finance Unit.
“
Corporate Unit
” means the collective rights and obligations of a Holder of a Corporate Units Certificate in respect of the Applicable
Ownership Interests in Subordinated Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be,
subject in each case (except that the Applicable Ownership Interests in the Treasury Portfolio as specified in clause (ii)of the definition
of such term shall not be subject to the Pledge) to the Pledge thereof, and the related Purchase Contract.
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