eTrade 2005 Annual Report Download - page 478

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations
as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving
rise to the obligation, provided
(A) that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such
Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in
conformity with GAAP,
(B) that money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to prefund the payment of the
interest on such Indebtedness shall not be deemed to be “Indebtedness” so long as such money is held to secure the payment of such
interest and
(C) that Indebtedness shall not include:
(x) any liability for federal, state, local or other taxes,
(y) performance, surety or appeal bonds provided in the ordinary course of business or
(z) agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit,
surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such
agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary
(other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted
Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not to exceed the gross proceeds
actually received by the Company or any Restricted Subsidiary in connection with such disposition.
“
Indenture
” means this indenture, as amended or supplemented from time to time.
“
Indentures
” means this Indenture, the 2013 Notes Indenture and the 2011 Notes Indenture.
“
Insurance Regulated Subsidiary
” means any Subsidiary which conducts an insurance business such that it is regulated by any
supervisory agency, state insurance department other state, federal or foreign insurance regulatory body or the National Association
of Insurance Commissioners.
15

2006. EDGAR Online, Inc.