eTrade 2005 Annual Report Download - page 566

Section4.
Fees.
In the event of a Successful Remarketing of the Remarketed Notes, the Company shall pay the Remarketing Agent a remarketing fee
equal to 0.25% of the principal amount of the Remarketed Notes (the “Remarketing Fee”). Such Remarketing Fee shall be paid by the
Company on the Remarketing Settlement Date in cash by wire transfer of immediately available funds to an account designated by the
Remarketing Agent.
Section5.
Covenants of the Company.
The Company covenants and agrees as follows:
(a) If and to the extent the Remarketed Notes are required (in the view of counsel, which need not be in the form of a written opinion,
for either the Remarketing Agent or the Company) to be registered under the Securities Act as in effect at the time of the Remarketing,
(
1
)
to prepare the Registration Statement and the Prospectus, in a form approved by the Remarketing Agent, to file any such
Prospectus pursuant to the Securities Act within the period required by the Securities Act and the rules and regulations
thereunder and to use commercially reasonable efforts to cause the Registration Statement to be declared effective by the
Commission prior to the second Business Day immediately preceding the applicable Remarketing Date;
(
2
)
to file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the
Prospectus that may, in the reasonable judgment of the Company or the Remarketing Agent, be required by the Securities Act or
requested by the Commission;
(
3
)
to advise the Remarketing Agent, promptly after it receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed
and to furnish the Remarketing Agent with copies thereof;
(
4
)
to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the
Commission pursuant to Section13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so
long as the delivery of a Prospectus is required in connection with the offering or sale of the Remarketed Notes;
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