eTrade 2005 Annual Report Download - page 249

Section3.08
Appointment of Successor Depositary
. If the Depositary elects to discontinue its services as securities depositary with
respect to the Units, the Company may, in its sole discretion, appoint a successor Depositary with respect to the Units.
Section3.09
Definitive Certificates
.
If:
(i) the Depositary notifies the Company that it is unwilling or unable to continue its services as securities depositary with respect to
the Units and no successor Depositary has been appointed pursuant to Section3.08 within 90 days after such notice;
(ii) the Depositary ceases to be a “clearing agency” registered under Section17A of the Exchange Act when the Depositary is required
to be so registered to act as the Depositary and so notifies the Company, and no successor Depositary has been appointed pursuant
to Section3.08 within 90 days after such notice;
(iii) to the extent permitted by the Depositary, the Company determines at any time that the Units shall no longer be represented by
Global Certificates and shall inform such Depositary of such determination and participants in such Depository elect to withdraw their
beneficial interests in the Units from such Depository, following notification by the Depository of their right to do so; or
(iv) a Beneficial Owner requests to exchange such Beneficial Owner’s interest in the Global Certificates for definitive Certificates in
order to exercise or enforce such Beneficial Owner’s rights under the Units represented by such Global Certificates;
then (x)definitive Certificates shall be prepared by the Company with respect to such Units and delivered to the Purchase Contract
Agent and (y)upon surrender of the Global Certificates representing the Units by the Depositary, accompanied by registration
instructions (other than in the case of clause (iv)above), the Company shall cause definitive Certificates to be delivered to Beneficial
Owners in accordance with instructions provided by the Depositary. The Company and the Purchase Contract Agent shall not be
liable for any delay in delivery of such instructions and may conclusively rely on and shall be authorized and protected in relying on,
such instructions. Each definitive Certificate so delivered shall evidence Units of the same kind and tenor as the Global Certificate so
surrendered in respect thereof.
Section3.10
Mutilated, Destroyed, Lost and Stolen Certificates
. If any mutilated Certificate is surrendered to the Purchase Contract
Agent, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate,
execute on behalf of the Holder, and deliver in exchange therefor, a new Certificate, evidencing the same number of Corporate Units or
Treasury Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding.
If there shall be delivered to the Company and the Purchase Contract Agent (i)evidence to their satisfaction of the destruction, loss or
theft of any Certificate, and (ii)such security or indemnity as may be required by them to hold each of them and any agent of any of
them harmless, then, in the absence of notice to the Company or the Purchase Contract Agent that such Certificate has been acquired
by a
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2006. EDGAR Online, Inc.