eTrade 2005 Annual Report Download - page 373

requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the
Registered Global Security; and
(b) to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount
of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered
pursuant to clause (a)above.
Upon the exchange of a Registered Global Security for Securities in definitive registered form without coupons, in authorized
denominations, such Registered Global Security shall be cancelled by the Trustee or an agent of the Issuer or the Trustee. Securities in
definitive registered form without coupons issued in exchange for a Registered Global Security pursuant to this Section2.08 shall be
registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The
Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.
All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.
Notwithstanding anything herein or in the terms of any series of Securities to the contrary, none of the Issuer, the Trustee or any
agent of the Issuer or the Trustee (any of which, other than the Issuer, shall rely on an Officer’s Certificate and an Opinion of Counsel)
shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse Federal
income tax consequences to the Issuer (such as, for example, the inability of the Issuer to deduct from its income, as computed for
Federal income tax purposes, the interest payable on the Unregistered Securities) under then applicable United States Federal income
tax laws.
Section2.09
. Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security or any Coupon
appertaining to any Security shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute,
and upon the written request of any officer of the Issuer, the Trustee shall authenticate and deliver a new Security of the same series,
maturity date, interest rate and original issue date, bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen with Coupons corresponding to the Coupons appertaining to the Securities so mutilated, defaced, destroyed,
lost or stolen, or in exchange or substitution for the Security to which such mutilated, defaced, destroyed, lost or stolen Coupon
appertained, with Coupons appertaining
19

2006. EDGAR Online, Inc.