eTrade 2005 Annual Report Download - page 400

Section7.04
. Securities Owned by Issuer Deemed not Outstanding.
In determining whether the Holders of the requisite aggregate
principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture,
Securities which are owned by the Issuer or any other obligor on the Securities with respect to which such determination is being made
or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any
other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver only Securities which the Trustee knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any
other obligor upon the Securities or any Person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer
shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Securities, if any, known by the Issuer to be
owned or held by or for the account of any of the above-described Persons; and, subject to Sections 6.01 and 6.02, the Trustee shall be
entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not
listed therein are Outstanding for the purpose of any such determination.
Section7.05
. Right of Revocation of Action Taken.
At any time prior to (but not after) the evidencing to the Trustee, as provided in
Section7.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of
which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to
such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke
such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be
conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is
made upon any such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of
any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the
Issuer, the Trustee and the Holders of all the Securities affected by such action.
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