eTrade 2005 Annual Report Download - page 384

Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except,
as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series or Coupons appertaining
to such Securities, may be enforced by the Trustee without the possession of any of the Securities of such series or Coupons
appertaining to such Securities or the production thereof on any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment,
subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their
respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities or Coupons appertaining to such
Securities in respect of which such action was taken.
In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture
to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities or Coupons appertaining
to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities or
Coupons appertaining to such Securities parties to any such proceedings.
Section5.03
. Application of Proceeds.
Any moneys collected by the Trustee pursuant to this Article in respect of any series shall,
subject to the subordination provisions hereof, be applied in the following order at the date or dates fixed by the Trustee and, in case
of the distribution of such moneys on account of principal or interest, upon presentation of the several Securities and Coupons
appertaining to such Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the
payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only
partially paid, or upon surrender thereof if fully paid:
FIRST: To the payment of costs and expenses applicable to such series in respect of which moneys have been collected, including
reasonable compensation to the Trustee and each predecessor Trustee and their respective agents and attorneys and of all expenses
and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad
faith;
SECOND: In case the principal of the Securities of such series in respect of which moneys have been collected shall not have become
and be then due and payable, to the payment of interest on the Securities of
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