eTrade 2005 Annual Report Download - page 279

Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Subordinated Notes
underlying the Applicable Ownership Interests in Subordinated Notes, the Treasury Securities or the Applicable Ownership Interests
in the Treasury Portfolio, as the case may be, forming part of such Units, in accordance with the provisions of Section3.15 hereof.
Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give
written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security
Register.
Section5.07
Early Settlement
. (a)Subject to and upon compliance with the provisions of this Section5.07, at the option of the Holder
thereof, Purchase Contracts underlying Units may be settled early (“
Early Settlement
”) at any time prior to 5:00 p.m. (New York City
time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date (in the case of Corporate Units,
unless a Special Event Redemption has occurred) or the second Business Day immediately preceding the Purchase Contract Settlement
Date (in the case of Treasury Units or Corporate Units after the occurrence of a Special Event Redemption);
provided
that no Early
Settlement will be permitted pursuant to this Section5.07 unless, at the time such Early Settlement is effected, there is an effective
Registration Statement with respect to any securities to be issued and delivered in connection with such Early Settlement, if such a
Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under
the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially
reasonable efforts to (i)have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase
Contracts being settled and (ii)provide a Prospectus in connection therewith, in each case in a form that may be used in connection
with such Early Settlement (it being understood that if there is a material business transaction or development that has not yet been
publicly disclosed, the Company will not be required to provide such a Prospectus, and the right to effect Early Settlement will not be
available, until the Company has publicly disclosed such transaction or development, provided that the Company will use its
commercially reasonable efforts to make such disclosure as soon as it is commercially reasonable to do so).
(b) In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate
evidencing Units (in the case of Certificates in definitive certificated form) shall deliver, at any time prior to 5:00 p.m. (New York City
time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date (in the case of Corporate Units,
unless a Special Event Redemption has occurred) or the second Business Day immediately preceding the Purchase Contract Settlement
Date (in the case of Treasury Units or Corporate Units after the occurrence of a Special Event Redemption), such Certificate to the
Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election
to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available
funds) in an amount (the “
Early Settlement Amount
”) equal to the product of (A)the Stated Amount and (B)the number of Purchase
Contracts with respect to which the Holder has elected to effect Early Settlement
In the case of Book-Entry Interests, each Beneficial Owner electing Early Settlement must deliver the Early Settlement Amount to the
Purchase Contract Agent along with a facsimile of the Election to Settle Early form duly completed, make book-entry transfer of such
Book-Entry Interests and comply with the applicable procedures of the Depositary.
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