eTrade 2005 Annual Report Download - page 532

A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section.
(b) If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Notes may appoint a successor
Trustee with the consent of the Company. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee
for any reason, the Company will promptly appoint a successor Trustee. If the successor Trustee does not deliver its written
acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a
majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction at the expense of the Company
in the case of the Trustee, for the appointment of a successor Trustee.
(c) Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company,
(i)the retiring Trustee will transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in
Section7.07, (ii)the resignation or removal of the retiring Trustee will become effective, and (iii)the successor Trustee will have all the
rights, powers and duties of the Trustee under the Indenture. Upon request of any successor Trustee, the Company will execute any
and all instruments for fully and vesting in and confirming to the successor Trustee all such rights, powers and trusts. The Company
will give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders, and
include in the notice the name of the successor Trustee and the address of its Corporate Trust Office.
(d) Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s obligations under Section7.07 will continue
for the benefit of the retiring Trustee.
(e) The Trustee agrees to give the notices provided for in, and otherwise comply with, TIA Section310(b).
Section7.09.
Successor Trustee by Merger
. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all
of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee
corporation or national banking association without any further act will be the successor Trustee with the same effect as if the
successor Trustee had been named as the Trustee in the Indenture.
Section7.10.
Eligibility.
The Indenture must always have a Trustee that satisfies the requirements of TIA Section310(a) and has a
combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.
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2006. EDGAR Online, Inc.