eTrade 2005 Annual Report Download - page 388

without the consent of the Holder of each Security affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of
all such Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.
Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Default
or Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent
thereon.
Section5.11
. Trustee to Give Notice of Default, But May Withhold In Certain Circumstances.
The Trustee shall, within ninety days
after the occurrence of a default with respect to the Securities of any series, give notice of all defaults with respect to that series known
to the Trustee (i)if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof, (A)by mail to such
Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as
were so furnished to the Trustee and (B)either through the customary notice provisions of the clearing system or systems through
which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by
publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an
Authorized Newspaper in London, and (ii)if any Registered Securities of a series affected are then Outstanding, by mailing notice to
the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry
books, unless in each case such defaults shall have been cured before the mailing or publication of such notice (the term “
defaults
”
for the purpose of this Section being hereby defined to mean any event or condition which is, or with notice or lapse of time or both
would become, a Default or Event of Default);
provided
that, except in the case of default in the payment of the principal of or interest
on any of the Securities of such series, or in the payment of any sinking fund installment on such series, the Trustee shall be protected
in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interests
of the Securityholders of such series.
Section5.12
. Right of Court to Require Filing of Undertaking to Pay Costs.
All parties to this Indenture agree, and each Holder of any
Security or Coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of
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