eTrade 2005 Annual Report Download - page 531

Section7.07.
Compensation and Indemnity
.
(a) The Company will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not
limited by any law on compensation of a Trustee of an express trust. The Company will reimburse the Trustee upon request for all
reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, including the reasonable
compensation and expenses of the Trustee’s agents and counsel.
(b) The Company will indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense,
including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it without
negligence or bad faith on its part arising out of or in connection with the acceptance or administration of the Indenture and its duties
under the Indenture and the Notes, including the costs and expenses of defending itself against any claim (whether asserted by the
Company, any Holder or any other Person) or liability and of complying with any process served upon it or any of its officers in
connection with the exercise or performance of any of its powers or duties under the Indenture and the Notes.
(c) To secure the Company’s payment obligations in this Section, the Trustee will have a lien prior to the Notes on all money or
property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, and
interest on particular Notes.
This section shall survive the resignation or removal of the Trustee or the termination of the Indenture.
Section7.08.
Replacement of Trustee.
(a) (1)The Trustee may resign at any time by written notice to the Company.
(2) The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by written notice to the Trustee.
(3) If the Trustee is no longer eligible under Section7.10 or in the circumstances described in TIA Section310(b), any Holder that
satisfies the requirements of TIA Section310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.
(4) The Company may remove the Trustee if: (i)the Trustee is no longer eligible under Section7.10; (ii)the Trustee is adjudged a
bankrupt or an insolvent; (iii)a receiver or other public officer takes charge of the Trustee or its property; or (iv)the Trustee becomes
incapable of acting.
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