eTrade 2005 Annual Report Download - page 387

No delay or omission of the Trustee or of any Holder of Securities or Coupons to exercise any right or power accruing upon any
Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such
Default or an acquiescence therein; and, subject to Section5.06, every power and remedy given by this Indenture or by law to the
Trustee or to the Holders of Securities or Coupons may be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Holders of Securities or Coupons.
Section5.09
. Control by Holders of Securities.
The Holders of a majority in aggregate principal amount of the Securities of each series
affected (with all such series voting as a single class) at the time Outstanding shall have the right to direct the time, method, and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series by this Indenture;
provided
that such direction shall not be otherwise than in accordance with
law and the provisions of this Indenture and
provided further
that (subject to the provisions of Section6.01) the Trustee shall have the
right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee
of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the
Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant
to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the
giving of said direction, it being understood that (subject to Section6.01) the Trustee shall have no duty to ascertain whether or not
such actions or forbearances are unduly prejudicial to such Holders.
Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and
which is not inconsistent with such direction or directions by Securityholders.
Section5.10
. Waiver of Past Defaults.
Prior to the acceleration of the maturity of any Securities as provided in Section5.01, the Holders
of a majority in aggregate principal amount of the Securities of all series at the time Outstanding with respect to which a Default shall
have occurred and be continuing (voting as a single class) may on behalf of the Holders of all such Securities waive any past default
or Default and its consequences, except a default in the payment of principal or interest (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the
Trustee) or a default in respect of a covenant or provision hereof which cannot be modified or amended
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