eTrade 2005 Annual Report Download - page 421

delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered
to the Trustee shall be delivered for cancellation pursuant to Section2.10 to the Trustee with such Officer’s Certificate (or reasonably
promptly thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee the
Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the
next succeeding sinking fund payment date. Failure of the Issuer, on or before any such 60th day or 30th day, if applicable, to deliver
such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as
of such date, the irrevocable election of the Issuer (i)that the mandatory sinking fund payment for such series due on the next
succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in
respect thereof and (ii)that the Issuer will make no optional sinking fund payment with respect to such series as provided in this
Section.
If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund
payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent
thereof in any Foreign Currency) or a lesser sum in Dollars (or the equivalent thereof in any Foreign Currency) if the Issuer shall so
request with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment
date to the redemption of Securities of such series at the sinking fund redemption price together with accrued interest to the date fixed
for redemption. If such amount shall be $50,000 (or the equivalent thereof in any Foreign Currency) or less and the Issuer makes no
such request then it shall be carried over until a sum in excess of $50,000 (or the equivalent thereof in any Foreign Currency) is
available. The Trustee shall select, in the manner provided in Section12.02, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by
the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be
excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officer’s
Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date or at least 30 days prior to the last day of
any applicable Redemption Notice Period relating to a sinking fund payment date as being owned of record and beneficially by, and
not pledged or hypothecated by either (a)the Issuer or (b)an entity specifically identified in such Officer’s Certificate as directly or
indirectly controlling or controlled by or under direct or indirect common control with the Issuer. The Trustee, in the name and at the
expense of the Issuer (or the Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of
such series to be given in substantially the manner provided in Section12.02 (and with the effect provided in Section12.03) for the
redemption of Securities of such series in part at the
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