eTrade 2005 Annual Report Download - page 371

Holder thereof, if Unregistered Securities of any series, maturity date, interest rate and original issue date are issued in more than one
authorized denomination, except as otherwise specified pursuant to Section2.03, such Unregistered Securities may be exchanged for
Unregistered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of
such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with
Section3.02 or as specified pursuant to Section2.03, with, in the case of Unregistered Securities that have Coupons attached, all
unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the
charges hereinafter provided. Unless otherwise specified pursuant to Section2.03, Registered Securities of any series may not be
exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All
Securities and Coupons surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and
disposed of by the Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer.
All Registered Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or
the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the
Issuer and the Trustee duly executed by the Holder or his attorney duly authorized in writing.
The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.
The Issuer shall not be required to exchange or register a transfer of (a)any Securities of any series for a period of 15 days next
preceding the first mailing of notice of redemption of Securities of such series to be redeemed or (b)any Securities selected, called or
being called for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to
be redeemed or (c)any Securities if the Holder thereof has exercised any right to require the Issuer to repurchase such Securities, in
whole or in part, except, in the case of any Security to be repurchased in part, the portion thereof not so to be repurchased.
Notwithstanding any other provision of this Section2.08, unless and until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Global Security representing all or a portion of the Securities of a series may not be transferred except as a
whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary.
17

2006. EDGAR Online, Inc.