eTrade 2005 Annual Report Download - page 398

if originally named as Authenticating Agent. The Issuer agrees to pay to the Authenticating Agent for such series from time to time
reasonable compensation. The Authenticating Agent for the Securities of any series shall have no responsibility or liability for any
action taken by it as such at the direction of the Trustee.
Sections 6.02, 6.03, 6.04, 6.06, 6.08 and 7.03 shall be applicable to any Authenticating Agent.
ARTICLE 7
C
ONCERNING THE
S
ECURITYHOLDERS
Section7.01
. Evidence of Action Taken by Securityholders.
Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of
any or all series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified
percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 6.01
and 6.02) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Article.
Section7.02
. Proof of Execution of Instruments and of Holding of Securities.
Subject to Sections 6.01 and 6.02, the execution of any
instrument by a Securityholder or his agent or proxy may be proved in the following manner:
(a) The fact and date of the execution by any Holder of any instrument may be proved by the certificate of any notary public or other
officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the person executing such
instruments acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such
notary or other such officer. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or
affidavit shall also constitute sufficient proof of the authority of the person executing the same. The fact of the holding by any Holder
of an Unregistered Security of any series, and the identifying number of such Security and the date of his holding the same, may be
proved by the production of such Security or by a certificate executed by any trust company, bank, banker or recognized securities
dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the Trustee to be satisfactory. Each such
certificate shall be dated and shall state that on the date thereof a Security of such series bearing a specified identifying number was
deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the Person named in such
certificate. Any such certificate may
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