eTrade 2005 Annual Report Download - page 393

Officer’s Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee,
shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith
thereof.
Section6.08. [T
HIS
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NTENTIONALLY
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EFT
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Section6.09
. Persons Eligible for Appointment as Trustee.
The Trustee for each series of Securities hereunder shall at all times be a
corporation organized and doing business under the laws of the United States of America or of any State or the District of Columbia
having a combined capital and surplus of at least $5,000,000, and which is authorized under such laws to exercise corporate trust
powers and is subject to supervision or examination by Federal, State or District of Columbia authority. Such corporation shall have a
place of business in the Borough of Manhattan, The City of New York if there be such a corporation in such location willing to act
upon reasonable and customary terms and conditions. If such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in Section6.10.
The provisions of this Section6.08 are in furtherance of and subject to Section310(a) of the Trust Indenture Act of 1939.
Section6.10
. Resignation and Removal; Appointment of Successor Trustee.
(a)The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the
Issuer (i)if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation 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 of such resignation to the Holders of then Outstanding Registered Securities of each series affected at
their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Issuer shall promptly
appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority
of the Board of Directors, one copy of which
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