eTrade 2005 Annual Report Download - page 377

The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any city in which
such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed)
where the Unregistered Securities, if any, of each series and Coupons, if any, appertaining thereto may be presented for payment. No
payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an
agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in,
the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without
adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series
and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of
Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for
payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions.
The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or
upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or this Indenture may be served.
The Issuer will give to the Trustee written notice of the location of each such office or agency and of any change of location thereof.
In case the Issuer shall fail to maintain any agency required by this Section to be located in the Borough of Manhattan, The City of
New York, or shall fail to give such notice of the location or of any change in the location of any of the above agencies, presentations
and demands may be made and notices may be served at the Corporate Trust Office of the Trustee.
The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any
Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as
provided in this Indenture and pursuant to Section2.03 and where the Registered Securities of that series may be presented for
registration of transfer as in this Indenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer
may deem desirable or expedient;
provided, however
, that no such designation or rescission shall in any manner relieve the Issuer of
its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any
such designation or rescission thereof.
Section3.03
. Appointment to Fill a Vacancy in Office of Trustee.
The Issuer, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section6.10, a Trustee, so that there shall at all times be a Trustee with respect
to each series of Securities hereunder.
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