eTrade 2005 Annual Report Download - page 403

exchanged, other than as provided in the antidilution provisions or other similar adjustment provisions of the Securities or Coupons or
otherwise in accordance with the terms thereof, (ix)alter the provisions of Section11.11 or Section11.12 or impair or affect the right of
any Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment at the option of
the Securityholder, in each case without the consent of the Holder of each Security so affected, or (b)reduce the aforesaid percentage
of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent
of the Holders of each Security so affected.
A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of
such series, or of Coupons appertaining to such Securities, with respect to such covenant or provision, shall be deemed not to affect
the rights under this Indenture of the Holders of Securities of any other series or of the Coupons appertaining to such Securities.
Upon the request of the Issuer, accompanied by a copy of a resolution of the Board of Directors (which resolution may provide general
terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or
pursuant to an Issuer Order) certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by Section7.01, the Trustee shall join with the Issuer in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.
It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.
Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section,
the Trustee shall give notice thereof (i)if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof,
(A)by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at
such addresses as were so furnished to the Trustee and (B)either through the customary notice provisions of the clearing system or
systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in
global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at
least once in an Authorized Newspaper in London, and (ii)if any Registered Securities of a series affected are then Outstanding, by
mailing
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