eTrade 2005 Annual Report Download - page 524

(m) the Examining Authority (as defined in Rule 15c3-l) for any Broker Dealer Regulated Subsidiary that is a Significant Subsidiary shall
suspend (and shall not reinstate within 10 days) or shall revoke such Broker Dealer Regulated Subsidiary’s status as a member
organization thereof;
(n) the occurrence of any event of acceleration in a subordination agreement, as defined in Appendix D to Rule 15c3-l of the Exchange
Act, to which the Company or any Broker Dealer Regulated Subsidiary that is a Significant Subsidiary is a party; or
(o) any Subsidiary Guarantor that is a Significant Subsidiary repudiates its obligations under its Note Guarantee or, except as permitted
by the Indenture, any Note Guarantee is determined to be unenforceable or invalid or shall for any reason cease to be in full force and
effect.
Section6.02.
Acceleration .
If an Event of Default (other than an Event of Default specified in clause (g)or (h)of Section6.01 that occurs
with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indenture, the Trustee or the Holders of
at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if
such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if
any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of,
premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an
Event of Default set forth in clause (e)of Section6.01 has occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e)of Section6.01 shall
be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness
within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g)or (h)of
Section6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding
shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any
Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the
Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x)all existing Events
of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by
such declaration of acceleration, have been cured or waived and (y)the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction.
Section6.03.
Control by Majority
. With respect to the Notes of any series, the Holders of at least a majority in aggregate principal
amount of the outstanding Notes may direct the time, method and place of conducting any
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