eTrade 2005 Annual Report Download - page 494

any default by the Company in making any such payment. If the Company or any Subsidiary acts as Paying Agent, it shall segregate
the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance
of any payment default, upon written request to a Paying Agent, require the Paying Agent to pay all money held by it to the Trustee
and to account for any funds disbursed. Upon doing so, the Paying Agent will have no further liability for the money so paid over to
the Trustee.
Section2.04.
Replacement Notes
. If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost,
destroyed or wrongfully taken, the Company will issue and the Trustee will authenticate a replacement Note of like tenor and principal
amount and bearing a number not contemporaneously outstanding. Every replacement Note is an additional obligation of the
Company and entitled to the benefits of the Indenture; provided that (i)the requirements of Section8-405 of the Uniform Commercial
Code are met, such that the Holder (a)satisfies the Company that such requirements have been met within a reasonable time after such
Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such
notification, (b)makes such request to the Company prior to the Note being acquired by a protected purchaser as defined in
Section8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c)satisfies any other reasonable requirements of the
Trustee, and (ii)the requirements of this Section2.04 are met. An affidavit of lost certificate and an indemnity bond must be furnished
that is sufficient in the judgment of both the Trustee and the Company to protect the Company, the Trustee or any Agent from any
loss that any of them may suffer if a Note is replaced. The Company may charge the Holder for the expenses of the Company and the
Trustee in replacing a Note. In case the mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and
payable, the Company in its discretion may pay the Note instead of issuing a replacement Note.
Section2.05.
Outstanding Notes
(a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for
(1) Notes cancelled by the Trustee or delivered to it for cancellation;
(2) any Note which has been replaced pursuant to Section2.04 unless and until the Trustee and the Company receive proof satisfactory
to them that the replaced Note is held by a
bona fide
purchaser; and
(3) on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an Offer to Purchase, those
Notes
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