eTrade 2005 Annual Report Download - page 504

(c) For purposes of determining any particular amount of Indebtedness under this Section4.03, (x)Indebtedness outstanding under any
Credit Facility on the Closing Date shall be treated as Incurred pursuant to clause (1)of the second paragraph of clause (a)of this
Section4.03, (y)Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included and (z)any Liens granted pursuant to the equal and ratable provisions
referred to in Section4.09 shall not be treated as Indebtedness. For purposes of determining compliance with this Section4.03, if an item
of Indebtedness meets the criteria of more than one of the types of Indebtedness described above (other than Indebtedness referred to
in clause (x)of the preceding sentence), including under the first paragraph of part (a), the Company, in its sole discretion, shall
classify, and from time to time may reclassify, such item of Indebtedness.
(d) Neither the Company nor any Subsidiary Guarantor will Incur any Indebtedness if such Indebtedness is subordinate in right of
payment to any other Indebtedness unless such Indebtedness is also subordinate in right of payment to the Notes or the applicable
Note Guarantee to the same extent.
(e) The Company will not permit any Regulated Subsidiary (x)to Incur any Indebtedness the proceeds of which are not invested in the
business of such Bank Regulated Subsidiary (or any Subsidiary of such Bank Regulated Subsidiary) or such Broker Dealer Regulated
Subsidiary (or any Subsidiary of such Broker Dealer Regulated Subsidiary which is also a Regulated Subsidiary) and (y)to Incur any
Indebtedness for the purpose, directly or indirectly, of dividending or distributing the proceeds of such Indebtedness to the Company
or any Restricted Subsidiary; except that the Incurrence of Indebtedness by a Regulated Subsidiary that does not comply with (x)and
(y)above shall be permitted provided that such Incurrence complies with paragraph (a)of this Section4.03 as if such paragraph applied
to such Regulated Subsidiary.
Section4.04.
Limitation on Restricted Payments.
(a) The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly,
(1) declare or pay any dividend or make any distribution on or with respect to its Capital Stock held by Persons other than the
Company or any of its Restricted Subsidiaries or Regulated Subsidiaries (other than (w)dividends or distributions payable solely in
shares of its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to acquire shares of such Capital
Stock, (x)pro rata dividends or distributions on Common Stock of Restricted Subsidiaries or Regulated Subsidiaries held by minority
stockholders, (y)dividends or distributions on non-voting Preferred Stock the proceeds from the sale of which were invested in the
business of such Regulated Subsidiary (or any Subsidiary of such Regulated Subsidiary which is also a Regulated Subsidiary), and
(z)pro rata dividends on Preferred Stock of Subsidiaries that are real estate investment trusts, including Highland REIT, Inc., held by
minority stockholders;
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2006. EDGAR Online, Inc.