eTrade 2005 Annual Report Download - page 444

Indenture No.1 and the Subordinated Notes shall be construed as if such invalid or illegal or unenforceable provision had never been
contained herein or therein.
Section7.05
Counterparts
. This Supplemental Indenture No.1 may be executed in any number of counterparts each of which shall be an
original, but such counterparts shall together constitute but one and the same instrument.
ARTICLE VIII
REMARKETING
Section8.01
Remarketing Procedures
. (a)Unless a Special Event Redemption or a Termination Event has occurred prior to the Initial
Remarketing Date, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for the Remarketing of
the Subordinated Notes. The Company will request, not later than 20 Business Days prior to the Initial Remarketing Date, that the
Depositary or its nominee notify the Beneficial Owners or Depositary Participants holding Separate Subordinated Notes, Corporate
Units and Treasury Units of the procedures to be followed in the Remarketing, including, in the case of a Failed Final Remarketing, the
procedures that must be followed by a holder of Separate Subordinated Notes if such holder wishes to exercise its Put Right or by a
holder of Applicable Ownership Interests in Subordinated Notes if such holder elects not to exercise its Put Right.
(b) Each holder of Separate Subordinated Notes may elect to have the Separate Subordinated Notes held by such holder remarketed in
any Remarketing. A holder making such an election must, pursuant to the Purchase Contract and Pledge Agreement, notify the
Collateral Agent through a notice of election and deliver such Separate Subordinated Notes to the Collateral Agent prior to 5:00 p.m.,
New York City time, on the seventh Business Day immediately preceding the Purchase Contract Settlement Date (but no earlier than
the Interest Payment Date immediately preceding the Initial Remarketing Date). The Collateral Agent shall hold the Separate
Subordinated Notes in a separate account from the Collateral Account in which the pledged Subordinated Notes shall be held. Any
such notice and delivery may be withdrawn prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding
the Purchase Contract Settlement Date in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement.
Any such notice and delivery not withdrawn by such time will be irrevocable with respect to each Remarketing. Pursuant to
Section5.02 of the Purchase Contract and Pledge Agreement, promptly after 11:00 a.m., New York City time, on the Business Day
immediately preceding the Initial Remarketing Date, the Custodial Agent, based on the notices and deliveries received by it prior to
such time, shall notify the Remarketing Agent of the principal amount of Separate Subordinated Notes tendered for remarketing and
shall cause such Separate Subordinated Notes to be presented to the Remarketing Agent. Under Section5.02 of the Purchase Contract
and Pledge Agreement, Subordinated Notes that underlie Applicable Ownership Interests in Subordinated Notes included in Corporate
Units will be deemed tendered for Remarketing and will be remarketed in accordance with the terms of the Remarketing Agreement.
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