eTrade 2005 Annual Report Download - page 496

Section2.08.
CUSIP and CINS Numbers
. The Company in issuing the Notes may use “CUSIP” and “CINS” numbers, and the Trustee
will use CUSIP numbers or CINS numbers in notices of redemption or exchange or in Offers to Purchase as a convenience to Holders,
the notice to state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained
in any notice of redemption or exchange or Offer to Purchase. The Company will promptly notify the Trustee in writing of any change
in the CUSIP or CINS numbers.
Section2.09.
Registration, Transfer and Exchange
.
(a) The Notes will be issued in registered form only, without coupons, and the Company shall cause the Trustee to maintain a register
(the “Register”) of the Notes, for registering the record ownership of the Notes by the Holders and transfers and exchanges of the
Notes.
(b) (1)Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the
Depositary thereof, will bear the DTC Legend.
(2) Each Global Note will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial
interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective
nominees, except (1)as set forth in Section2.09(b)(4) and (2)transfers of portions thereof in the form of Certificated Notes may be made
upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf
of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section2.09 and Section2.10.
(3) Agent Members will have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary, and
the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and
Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant
proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global
Note through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Notes, and nothing
herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of
the rights of a holder of any security.
(4) If (x)the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor
depositary is not appointed by the Company within 90 days of
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2006. EDGAR Online, Inc.