eTrade 2005 Annual Report Download - page 448

In the event of any inconsistency in the provisions of this Article X (including relevant definitions hereto) and Article 13 of the Base
Indenture, the provisions of this Supplemental Indenture No.1 shall govern the Subordinated Notes.
In the case of any event of the type described in clause (b)(i) of the second paragraph of Section13.01 of the Base Indenture, the
Company may resume payments and distributions on the Subordinated Notes on the date in which the relevant default is cured or
waived or ceases to exist. In the case of any event of the type described in clause (b)(ii) of the second paragraph of Section13.01 of the
Base Indenture, the Company may resume payments and distributions on the Subordinated Notes on the earlier of (x)the date in which
the relevant default is cured or waived or ceases to exist and (y)179 days after the receipt of the relevant Payment Blockage Notice. The
Trustee shall deliver a copy of the Payment Blockage Notice to the Company promptly upon receipt thereof.
No new Payment Blockage Period for any event of the type described in clause (b)(ii) of the second paragraph of Section13.01 of the
Base Indenture may be commenced unless (a)365 calendar days have elapsed since the Company’s receipt of the prior Payment
Blockage Notice and (b)all scheduled payments on the Subordinated Notes have been paid in full, and the Trustee or the holders of
the Subordinated Notes shall have not begun proceedings to enforce the right of the holders to receive payments. No default that
existed with respect to Senior Indebtedness on the date of delivery of any Payment Blockage Notice (whether or not such event is with
respect to the same issue of Senior Indebtedness) may be, or be made, the basis for a subsequent Payment Blockage Notice.
ARTICLE XI
TAX TREATMENT
Section11.01
Tax Treatment
. The Company agrees, and by acceptance of a Corporate Unit or a Separate Subordinated Note, each
holder will be deemed to have agreed (1)to treat each beneficial owner of a Corporate Unit as the owner of the Applicable Ownership
Interest in Subordinated Notes constituting a part of such Corporate Unit for U.S. federal income tax purposes and (2)not to treat the
Subordinated Notes as contingent payment debt instruments for U.S. federal income tax purposes.
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