eTrade 2005 Annual Report Download - page 424

Issuer of the Securities, shall be received by the Trustee or the Holders of any of the Securities or Coupons before all Senior
Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect
of principal of or interest on the Securities or in connection with any repurchase by the Issuer of the Securities shall be paid over 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 such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the
payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect
to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness.
Notwithstanding the foregoing, at any time after the 91st day following the date of deposit of cash or, in the case of Securities payable
only in Dollars, U.S. Government Obligations pursuant to Section10.01(b) or 10.01(c) (provided all other conditions set out in such
Section shall have been satisfied) the funds so deposited and any interest thereon will not be subject to any rights of holders of Senior
Indebtedness including, without limitation, those arising under this Article 13.
Section13.02
. Disputes with Holders of Certain Senior Indebtedness.
Any failure by the Issuer to make any payment on or perform
any other obligation under Senior Indebtedness, other than any indebtedness incurred by the Issuer or assumed or guaranteed,
directly or indirectly, by the Issuer for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness
or obligation as to which the provisions of this Section shall have been waived by the Issuer in the instrument or instruments by which
the Issuer incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default under
Section13.01(b) if (a)the Issuer shall be disputing its obligation to make such payment or perform such obligation and (b)either (i)no
final judgment relating to such dispute shall have been issued against the Issuer which is in full force and effect and is not subject to
further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further
appeal or review, and (ii)in the event of a judgment that is subject to further review or appeal has been issued, the Issuer shall in good
faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or
review.
Section13.03
. Subrogation.
Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities and any Coupons
shall be subrogated (equally and ratably with the holders of all obligations of the Issuer which by their express terms are subordinated
to Senior Indebtedness of the Issuer to the same extent as the Securities are subordinated and which are entitled to like rights of
subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of
the Issuer applicable to
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