eTrade 2005 Annual Report Download - page 423

the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer,
whether or not involving insolvency or bankruptcy or (b)subject to the provisions of Section13.02 that (i)a default shall have occurred
with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or
(ii)there shall have occurred a default (other than a default in the payment of principal or interest or other monetary amounts due and
payable) in respect of any Senior Indebtedness, or in the instrument under which the same is outstanding, permitting the holder or
holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both) and the Company and the Trustee receive
written notice (a “
Payment Blockage Notice
”) from a Person permitted to give such Payment Blockage Notice under the instrument
evidencing the Senior Indebtedness, and, in the cases of subclauses (i)and (ii)of this clause (b), such default (x)shall not have been
cured or waived or shall not have ceased to exist and (y)shall have continued beyond the period of grace, if any, in respect thereof,
then:
(i) the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be
made for such payment in money or money’s worth, before the Holders of any of the Securities or Coupons are entitled to receive a
payment on account of the principal of or interest on the indebtedness evidenced by the Securities or of the Coupons, including,
without limitation, any payments made pursuant to Article 12;
(ii) any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, to which
the Holders of any of the Securities or Coupons or the Trustee would be entitled except for the provisions of this Article shall be paid
or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or
otherwise, directly to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees
under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably
according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the
extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or
distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the
holders of the indebtedness evidenced by the Securities or Coupons or to the Trustee under this instrument; and
(iii) in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character,
whether in cash, property or securities, in respect of principal of or interest on the Securities or in connection with any repurchase by
the
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2006. EDGAR Online, Inc.