eTrade 2005 Annual Report Download - page 397

Section6.13
. Preferential Collection of Claims Against the Issuer.
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Section6.14
. Appointment of Authenticating Agent.
As long as any Securities of a series remain Outstanding, the Trustee may, by an
instrument in writing, appoint with the approval of the Issuer an authenticating agent (the “
Authenticating Agent
”) which shall be
authorized to act on behalf of the Trustee to authenticate Securities, including Securities issued upon exchange, registration of
transfer, partial redemption or pursuant to Section2.09. Securities of each such series authenticated by such Authenticating Agent
shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee.
Whenever reference is made in this Indenture to the authentication and delivery of Securities of any series by the Trustee or to the
Trustee’s Certificate of Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent for such series and a Certificate of Authentication executed on behalf of the Trustee by such
Authenticating Agent. Such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of
the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $5,000,000 (determined as provided in Section6.08 with respect to the Trustee) and subject to supervision or
examination by Federal or State authority.
Any corporation into which any Authenticating Agent may be merged or converted, or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent
with respect to all series of Securities for which it served as Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee or such Authenticating Agent. Any Authenticating Agent may at any time, and if it shall cease to
be eligible shall, resign by giving written notice of resignation to the Trustee and to the Issuer.
Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section6.14 with respect to one or more series of Securities, the Trustee shall upon
receipt of an Issuer Order appoint a successor Authenticating Agent and the Issuer shall provide notice of such appointment to all
Holders of Securities of such series in the manner and to the extent provided in Section11.04. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as
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