eTrade 2005 Annual Report Download - page 525

proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that the
Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or
that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such
direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of
Notes of that series.
Section6.04.
Limitation on Suits
. A Holder of any Note of any series may not institute any proceeding, judicial or otherwise, with
respect to this Indenture or that series of Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:
(1) the Holder gives the Trustee written notice of a continuing Event of Default;
(2) the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the
remedy;
(3) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;
(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and
(5) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the
Trustee a direction that is inconsistent with the request;
For purposes of Section6.03 of this Indenture and this Section6.04, the Trustee shall comply with TIA Section316(a) in making any
determination of whether the Holders of the required aggregate principal amount of outstanding Notes of a particular series have
concurred in any request or direction of the Trustee to pursue any remedy available to the Trustee or the Holders with respect to this
Indenture or the Notes of that series or otherwise under the law.
A Holder may not use this Indenture to prejudice the rights of another Holder of Notes of the same series or to obtain a preference or
priority over such other Holder (it being understood that the Trustee does not have any affirmative duty to ascertain whether or not
such actions or forbearances are unduly prejudicial to such Holders).
Section6.05.
Rights of Holders to Receive Payment
. Notwithstanding any other provision of this Indenture, the right of any Holder of
a Note to receive payment of the principal of, premium, if any, or interest on, such Note or to bring suit for the enforcement of any such
payment, on or after the due date expressed in the Notes, shall not be impaired or affected without the consent of the Holder.
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