eTrade 2005 Annual Report Download - page 254

Upon credit to the Collateral Account of Subordinated Notes or security entitlements with respect thereto delivered by a Holder of
Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the
Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created
hereby.
Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly:
(i) cancel the related Treasury Units;
(ii) Transfer the Treasury Securities to the Holder; and
(iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate
Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section3.03 evidencing the same
number of Purchase Contracts as were evidenced by the cancelled Treasury Units.
Holders who elect to recreate Corporate Units shall be responsible for any fees or expenses (including, without limitation, fees and
expenses payable to the Collateral Agent), in respect of the recreation, 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 Treasury 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 the Pledged Applicable Ownership Interests in the Treasury
Portfolio for Treasury Securities included in such Treasury Units, but only in multiples of 128,000 Treasury Units. In such an event, the
Holder shall Transfer Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the
Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the
Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution and release the Pledged
Applicable Ownership Interests in the Treasury Portfolio from the Pledge in the manner set forth in clause (a)above.
(c) Except as provided in Section5.02 or in this Section3.14 or in connection with a Cash Settlement, an Early Settlement, a Cash Merger
Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such
Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in
respect of the interest in the Treasury Security and the Purchase Contract comprising such Treasury Unit may be acquired, and may be
transferred and exchanged, only as a Treasury Unit.
Section3.15
Transfer of Collateral Upon Occurrence of Termination Event
. (a)Upon receipt by the Collateral Agent of written notice
pursuant to Section5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the
Collateral Agent shall promptly release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer:
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