eTrade 2005 Annual Report Download - page 543

ARTICLE XI
M
ISCELLANEOUS
Section11.01.
Trust Indenture Act of 1939.
The Indenture shall incorporate and be governed by the provisions of the TIA that are
required to be part of and to govern indentures qualified under the TIA.
Section11.02.
Noteholder Communications; Noteholder Actions.
(a) The rights of Holders to communicate with other Holders with respect to the Indenture or the Notes are as provided by the TIA,
and the Company and the Trustee shall comply with the requirements of TIA Sections 312(a) and 312(b). Neither the Company nor the
Trustee will be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to
the TIA.
(b) (1)Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided by
this Indenture to be given or taken by a Holder (an “act”) may be evidenced by an instrument signed by the Holder delivered to the
Trustee. The fact and date of the execution of the instrument, or the authority of the person executing it, may be proved in any manner
that the Trustee deems sufficient.
(2) The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.
(c) Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt as the
Note of the acting Holder, even if no notation thereof appears on the Note. Subject to paragraph (d), a Holder may revoke an act as to
its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other consequence of
the act becomes effective.
(d) The Company may, but is not obligated to, fix a record date (which need not be within the time limits otherwise prescribed by TIA
Section316(c)) for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other
regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of default, any
declaration or acceleration or any other remedies or other consequences of the Event of Default. If a record date is fixed, those Persons
that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not
those Persons continue to be Holders after the record date. No act will be valid or effective for more than 90 days after the record date.
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