eTrade 2005 Annual Report Download - page 539

(b) If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver it to the Trustee
so that the Trustee may place an appropriate notation of the changed terms on the Note and return it to the Holder, or exchange it for a
new Note that reflects the changed terms. The Trustee may also place an appropriate notation on any Note thereafter authenticated.
However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Notes in
this fashion.
Section9.04.
Trustee’s Rights and Obligations.
The Trustee is entitled to receive, and will be fully protected in conclusively relying
upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized
pursuant to this Article is authorized or permitted by the Indenture. If the Trustee has received such an Opinion of Counsel, it shall
sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Trustee. The Trustee may,
but is not obligated to, execute any amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under
the Indenture.
Section9.05.
Conformity with Trust Indenture Act
. Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the TIA.
Section9.06.
Payments for Consents.
Neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or
cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to
be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time
period set forth in the solicitation documents relating to the consent, waiver or amendment.
ARTICLE X
G
UARANTEES
Section10.01.
Guarantees.
Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees
to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a)the principal of, premium, if any, and interest
on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of, premium, if any, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof
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2006. EDGAR Online, Inc.