eTrade 2005 Annual Report Download - page 257

ARTICLE 4
THE SUBORDINATED NOTES
Section4.01
Interest Payments; Rights to Interest Payments Preserved
. (a)The Collateral Agent (if the Subordinated Notes underlying
Pledged Applicable Ownership Interests in Subordinated Notes are in the name of the Collateral Agent) shall transfer all income and
distributions received by it on account of the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated
Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the
Collateral Account (ABA No.021000018, Account No.109208, Re: E*TRADE Equity Units) to the Purchase Contract Agent for
distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts.
(b) Any payment on any Subordinated Note underlying Applicable Ownership Interests in Subordinated Notes or any distribution on
any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii)of the definition of such term), as the case may
be, which is paid on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the
Collateral Agent as provided in Section4.01(a) above, be paid to the Person in whose name the Corporate Units Certificate (or one or
more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Subordinated Notes or Applicable
Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record
Date for such Payment Date.
(c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Subordinated Notes or Applicable Ownership
Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any
other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or
distributions, which were carried by Applicable Ownership Interests in Subordinated Notes or Applicable Ownership Interests in the
Treasury Portfolio underlying such other Corporate Units Certificate.
(d) In the case of any Corporate Unit with respect to which (1)Cash Settlement of the underlying Purchase Contract is properly effected
pursuant to Section5.02(a) hereof, (2)Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section5.07
hereof, (3)Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section5.04(b)(ii) hereof
or (4)a Collateral Substitution is properly effected pursuant to Section3.13, in each case on a date that is after any Record Date and
prior to or on the next succeeding Payment Date, interest in respect of the Subordinated Notes underlying Applicable Ownership
Interests in Subordinated Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be,
underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding
such Cash Settlement, Early Settlement, Cash Merger Early Settlement or Collateral Substitution, and such payment or distributions
shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units
Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date.
(e) Except as otherwise expressly provided in Section4.01(d) hereof, in the case of any Corporate Unit with respect to which Cash
Settlement, Early Settlement or Cash Merger Early Settlement of the component Purchase Contract is properly effected, or with respect
to which a Collateral Substitution has been effected, payments attributable to the Subordinated Notes underlying Applicable
Ownership Interests in Subordinated Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case
may be, that would otherwise be payable or made after the Purchase Contract Settlement Date, Early Settlement Date, Cash Merger
Early Settlement Date or the date of the
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