eTrade 2005 Annual Report Download - page 287

(b) The Purchase Contract Agent may resign at any time by giving written notice thereof to the Company 60 days prior to the effective
date of such resignation. If the instrument of acceptance by a successor Purchase Contract Agent required by Section7.10 shall not
have been delivered to the Purchase Contract Agent within 30 days after the giving of such notice of resignation, the resigning
Purchase Contract Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a
successor Purchase Contract Agent.
(c) The Purchase Contract Agent may be removed at any time by Act of the Holders of a majority in number of the Outstanding Units
delivered to the Purchase Contract Agent and the Company. If the instrument of acceptance by a successor Purchase Contract Agent
required by Section7.10 shall not have been delivered to the Purchase Contract Agent within 30 days after such Act, the Purchase
Contract Agent being removed may petition any court of competent jurisdiction for the appointment of a successor Purchase Contract
Agent.
(d) If at any time:
(i) the Purchase Contract Agent fails to comply with Section310(b) of the TIA, as if the Purchase Contract Agent were an indenture
trustee under an indenture qualified under the TIA, and shall fail to resign after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Unit for at least six months;
(ii) the Purchase Contract Agent shall cease to be eligible under Section7.08 and shall fail to resign after written request therefor by the
Company or by any such Holder; or
(iii) the Purchase Contract Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the
Purchase Contract Agent or of its property shall be appointed or any public officer shall take charge or control of the Purchase
Contract Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
then, in any such case, (i)the Company by a Board Resolution may remove the Purchase Contract Agent, or (ii)any Holder who has
been a bona fide Holder of a Unit for at least six months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Purchase Contract Agent and the appointment of a successor Purchase Contract Agent.
(e) If the Purchase Contract Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of
Purchase Contract Agent for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Purchase Contract
Agent and shall comply with the applicable requirements of Section7.10. If no successor Purchase Contract Agent shall have been so
appointed by the Company and accepted appointment in the manner required by Section7.10, any Holder who has been a bona fide
Holder of a Unit for at least six months, on behalf of itself and all others similarly situated, or the Purchase Contract Agent may
petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Purchase Contract
Agent.
(f) The Company shall give, or shall cause such successor Purchase Contract Agent to give, notice of each resignation and each
removal of the Purchase Contract Agent and each appointment of a successor Purchase Contract Agent by mailing written notice of
such event by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the applicable Security Register.
Each notice shall include the name of the successor Purchase Contract Agent and the address of its Corporate Trust Office.
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