eTrade 2005 Annual Report Download - page 497

the notice or (y)an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the
Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized
denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified
to the Trustee by the Depositary, and thereupon the Global Note will be deemed canceled.
(c) Each Certificated Note will be registered in the name of the holder thereof or its nominee.
(d) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein)
for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of
the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by
Section2.10. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section2.09 by noting the
same in the register maintained by the Trustee for the purpose; provided that
(x) no transfer or exchange will be effective until it is registered in such register and
(y) the Trustee will not be required (i)to issue, register the transfer of or exchange any Note for a period of 15 days before a selection of
Notes to be redeemed or purchased pursuant to an Offer to Purchase, (ii)to register the transfer of or exchange any Note so selected
for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Note not
being redeemed or purchased, or (iii)if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a Regular Record
Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Regular
Record Date and before the date of redemption or purchase. Prior to the registration of any transfer, the Company, the Trustee and
their agents will treat the Person in whose name the Note is registered as the owner and Holder thereof for all purposes (whether or not
the Note is overdue), and will not be affected by notice to the contrary.
From time to time the Company will execute and the Trustee will authenticate additional Notes as necessary in order to permit the
registration of a transfer or exchange in accordance with this Section2.09.
No service charge will be imposed in connection with any transfer or exchange of any Note, but the Company may require payment of
a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or
other similar governmental charge payable upon exchange pursuant to subsection (b)(4)).
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