eTrade 2005 Annual Report Download - page 255

(i) any Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes or security entitlements with
respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio;
(ii) any Pledged Treasury Securities;
(iii) any payments made by Holders (or the Permitted Investments of such payments) pursuant to Section5.02 hereof; and
(iv) any Proceeds and all other payments the Collateral Agent receives in respect of the foregoing,
to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective
interests, free and clear of the Pledge created hereby;
provided
,
however
, if any Holder or Beneficial Owner shall be entitled to receive
Subordinated Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000,
the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to Section2.03 of the Supplemental
Indenture that the Company issue Subordinated Notes in denominations of $25, or integral multiples thereof, in exchange for
Subordinated Notes in denominations of $1,000 or integral multiples thereof; and
provided further
, if any Holder shall be entitled to
receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury
Securities, the Purchase Contract Agent shall dispose of such Pledged Applicable Ownership Interests in the Treasury Portfolio or
Pledged Treasury Securities for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests
in the Treasury Portfolio or Pledged Treasury Securities, as the case may be.
(b) Notwithstanding anything to the contrary in clause (a)of this Section3.15, if such Termination Event shall result from the
Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate
the release and Transfer of all Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes,
Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the
Permitted Investments of such payments) pursuant to Section5.02 and Proceeds and all other payments received by the Collateral
Agent in respect of the foregoing, as the case may be, as provided by this Section3.15, the Purchase Contract Agent shall use its best
efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in
such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this
Section3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of
such Termination Event, and if (A)the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the
occurrence of such Termination Event or (B)the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate
the release and Transfer of all Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes,
Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the
Permitted Investments of such payments) pursuant to Section5.02 hereof and Proceeds and all other payments received by the
Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section3.15, then the Purchase Contract Agent
shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having
jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release
and transfer of all Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, Pledged Applicable
Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments
of such payments) pursuant to Section5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of
the foregoing, or as the case may be, as provided by this Section3.15.
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2006. EDGAR Online, Inc.