eTrade 2005 Annual Report Download - page 256

(c) Upon the occurrence of a Termination Event and the Transfer to the Purchase Contract Agent of the Subordinated Notes
underlying Pledged Applicable Ownership Interests in Subordinated Notes, the appropriate Pledged Applicable Ownership Interests in
the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, pursuant to Section3.15, the Purchase Contract Agent
shall request transfer instructions with respect to such Subordinated Notes, Applicable Ownership Interests in the Treasury Portfolio
or Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto,
mailed to such Holder at its address as it appears in the Security Register.
(d) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury
Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the
Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, the Pledged Applicable Ownership
Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Corporate Units or Treasury
Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such
instructions and, in the case of the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, in
accordance with the terms of the Supplemental Indenture. In the event a Holder of Corporate Units or Treasury Units fails to effect
such transfer or delivery, the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, the
Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such
Corporate Units of Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase
Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:
(i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate
or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units
Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the
Purchase Contract Agent and the Company; and
(ii) the expiration of the time period specified by the applicable law governing abandoned property in the state in which the Purchase
Contract Agent holds such property.
Section3.16
No Consent to Assumption
. Each Holder of a Unit, by acceptance thereof, shall be deemed expressly to have withheld any
consent to the assumption under Section365 of the Bankruptcy Code or otherwise, of the Purchase Contract by the Company or its
trustee, receiver, liquidator or a person or entity performing similar functions in the event that the Company becomes a debtor under
the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation.
Section3.17
Substitutions
. Whenever a Holder has the right to substitute Treasury Securities, Subordinated Notes underlying
Applicable Ownership Interests in Subordinated Notes or the Applicable Ownership Interests in the Treasury Portfolio (as defined in
clause (i)of the definition of such term), as the case may be, or security entitlements for any of them for financial assets held in the
Collateral Account, such substitution shall not constitute a novation of the security interest created hereby.
29

2006. EDGAR Online, Inc.