eTrade 2005 Annual Report Download - page 252

(1) Transfer to the Collateral Agent, for credit to the Collateral Account, Treasury Securities or security entitlements with respect
thereto having a Value equal to the aggregate principal amount of the Subordinated Notes underlying the Pledged Applicable
Ownership Interests in Subordinated Notes for which such Collateral Substitution is made; and
(2) Transfer the related Corporate Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent,
substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such
effect to the Collateral Agent, substantially in the form of Exhibit G hereto.
Upon confirmation that the Treasury Securities described in clause (1)above or security entitlements with respect thereto have been
credited to the Collateral Account and receipt of the instruction to the Collateral Agent described in clause (2)above, the Collateral
Agent shall release such Pledged Applicable Ownership Interests in Subordinated Notes from the Pledge and instruct the Securities
Intermediary by a notice, substantially in the form of Exhibit H hereto, to Transfer the Subordinated Notes underlying such Pledged
Applicable Ownership Interests in Subordinated Notes to the Purchase Contract Agent for distribution to such Holder, free and clear
of the Pledge created hereby.
Upon credit to the Collateral Account of Treasury Securities or security entitlements with respect thereto delivered by a Holder of
Corporate Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the
Subordinated Notes underlying the appropriate Pledged Applicable Ownership Interests in Subordinated Notes to the Purchase
Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.
Upon receipt of the Subordinated Notes underlying such Pledged Applicable Ownership Interests in Subordinated Notes, the
Purchase Contract Agent shall promptly:
(i) cancel the related Corporate Units;
(ii) Transfer the Subordinated Notes to the Holder; and
(iii) deliver Treasury Units in book-entry form, or if applicable, authenticate, execute on behalf of such Holder and deliver Treasury
Units in the form of a Treasury Units Certificate executed by the Company in accordance with Section3.03 evidencing the same number
of Purchase Contracts as were evidenced by the cancelled Corporate Units.
Holders who elect to separate the Subordinated Notes by substituting Treasury Securities for Applicable Ownership Interest in
Subordinated Notes shall be responsible for any fees or expenses (including, without limitation, fees and expenses payable to the
Collateral Agent) in respect of the substitution, and neither the Company nor the Purchase Contract Agent shall be responsible for any
such fees or expenses.
(b) If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Subordinated Notes
as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Corporate Units may, at
any time from and after the date of this Agreement and prior to 5:00 p.m. (New York City time) on the seventh Business Day
immediately preceding the Purchase Contract Settlement Date, substitute Treasury Securities for the Pledged Applicable Ownership
Interests in the Treasury Portfolio included in such Corporate Units, but
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