eTrade 2000 Annual Report Download - page 242

hereunder shall be computed on the basis of the Highest Lawful Rate. As used herein, “Highest Lawful Rate” means the maximum
non-usurious rate of interest, as in effect from time to time, which may be charged, contracted for, reserved, received or collected by
Corporation in connection with this Note under applicable law.
2. Principal . The entire principal balance of this Note, together with all accrued and unpaid interest, shall become due and payable in
one lump sum on March 1, 2002.
3. Payment . All payments of principal and interest on the Loan shall be made without offset or deduction and shall be made in
immediately available lawful tender of the United States and shall be applied first to the payment of all accrued and unpaid interest and
then to the payment of principal. Prepayment of the principal balance of this Note, together with all accrued and unpaid interest, may
be made in whole or in part at any time without penalty. Whenever any payment hereunder shall be stated to be due, or whenever any
interest payment date or any other date specified hereunder would otherwise occur, on a day other than a Business Day (as defined
below), then such payment shall be made, and such interest payment date or other date shall occur, on the next succeeding Business
Day, and such extension of time shall in such case be included in the computation of payment of interest hereunder. As used herein,
“Business Day” means a day (i) other than Saturday or Sunday, and (ii) on which commercial banks are open for business in San
Francisco, California.
4. Representations and Warranties . Maker represents and warrants to Corporation that this Note does not contravene any
contractual or judicial restriction binding on or affecting Maker and that this Note is the legal, valid and binding obligation of Maker
enforceable against Maker in accordance with its terms.
5. Notice . Maker agrees to notify Corporation of the incurrence of any other indebtedness secured by the Collateral (as defined
below) prior to the incurrence thereof.
6. Events of Acceleration . The entire unpaid principal balance of this Note, together with all accrued and unpaid interest, shall
become immediately due and payable prior to the specified due date of this Note upon the occurrence of one or more of the following
events:
a. the failure to make any payment of principal, interest or any other amount payable hereunder when due under this Note or the breach
of any other condition, obligation or covenant under this Note;
b. the breach of any representation or covenant under the Deed of Trust (as defined below);
c. the filing of a petition by or against Maker under any provision of the Bankruptcy Reform Act, Title 11 of the United States Code,
as amended or recodified from time to time, or under any similar law relating to bankruptcy, insolvency or other relief for debtors and
the continuation of such petition without dismissal for a period of thirty (30) days or more, or appointment of a receiver, trustee,
custodian or liquidator of or for all or any part of the assets or property of Maker; or the insolvency of Maker; or the making of a
general assignment for the benefit of creditors by Maker;
d. Maker’ s death or incapacity;
e. any of the documents relating to the Collateral after delivery thereof shall for any reason be revoked or invalidated, or otherwise
cease to be in full force and effect, or Maker or any other person shall contest in any manner the validity or enforceability thereof, or
Maker or any other person shall deny that it has any further liability or obligation thereunder; or any of the documents relating to the
Collateral for any reason, except to the extent permitted by the terms thereof, shall cease to create a valid and perfected first priority
lien in any of the Collateral purported to be covered thereby;
f. the expiration of the thirty (30)-day period following the date Maker ceases for any reason to remain in Corporation’ s employ;
g. the incurrence by Maker of any other indebtedness secured by the Collateral which has not been consented to by the Corporation;
h. an acquisition of Corporation (whether by merger or acquisition of all or substantially all of Corporation’ s assets or outstanding
voting stock) for consideration payable in cash or freely-tradable securities; provided, however, that if the Pooling of Interest Method,
as described in Accounting Principles Board Opinion No. 16, is used to account for the acquisition for financial reporting purposes,
acceleration shall not occur prior to the end of the sixty (60)-day period immediately following the end of the applicable restriction
period required under Accounting Series Release Numbers 130 and 135; or
i. the occurrence of any event of default under the Deed of Trust securing this Note or any obligation secured thereby.
2002. EDGAR Online, Inc.