eTrade 2005 Annual Report Download - page 372

If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies
the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for
such Registered Securities shall no longer be eligible under Section2.04, the Issuer shall appoint a successor Depositary eligible under
Section2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section2.04 for such Registered
Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the
Issuer’s election pursuant to Section2.03 that such Registered Securities be represented by one or more Registered Global Securities
shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication
and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form
without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered
Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities.
Subject to the procedures of the Depositary, the Issuer may at any time and in its sole discretion determine that the Registered
Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered
Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the
authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of
the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security
or Securities. Beneficial interests in a Registered Global Security may be exchanged for definitive certificated notes upon request by or
on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to exercise
its rights under such Securities.
If specified by the Issuer pursuant to Section2.03 with respect to Securities represented by a Registered Global Security, the
Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for
Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary.
Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,
(a) to the Person specified by such Depositary a new Registered Security or Securities of the same series, of any authorized
denominations as
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