eTrade 2005 Annual Report Download - page 381

Default described in clause (a), (b)or (c)(if the Event of Default under clause (c)is with respect to all series of Securities then
Outstanding) occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have
already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the
Securities then Outstanding hereunder (treated as one class), by notice in writing to the Issuer (and to the Trustee if given by
Secruityholders), may declare the entire principal (or, if any Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities then Outstanding, and interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become immediately due and payable.
The foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original
Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series (or of all
the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the Securities of each such series (or of all the Securities, as the case
may be) and the principal of any and all Securities of each such series (or of all the Securities, as the case may be) which shall have
become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such series (or at the respective rates of interest or Yields to
Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to
cover reasonable compensation to the Trustee and each predecessor Trustee, its agents, attorneys and counsel, and all other expenses
and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad
faith, and if any and all Defaults under the Indenture, other than the non-payment of the principal of Securities which shall have
become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein — then and in every such case
the Holders of a majority in aggregate principal amount of all the Securities of each such series or of all the Securities, in each case
voting as a single class, then Outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults with respect to
each such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or shall impair
any right consequent thereon.
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