eTrade 2005 Annual Report Download - page 514

Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section4.08 and
not covered by clauses (2)through (6)of this paragraph, (a)the aggregate amount of which exceeds $15 million in value, must be
approved or determined to be fair in the manner provided for in clause (l)(A) or (B)above and (b)the aggregate amount of which
exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.
Section4.09.
Limitation on Liens.
The Company will not, and will not permit any Restricted Subsidiary to, create, incur, assume or
suffer to exist any Lien on any of its assets or properties of any character, or any shares of Capital Stock or Indebtedness of any
Restricted Subsidiary, without making effective provision for all of the Notes and all other amounts due under the Indenture to be
directly secured equally and ratably with (or, if the obligation or liability to be secured by such Lien is subordinated in right of payment
to the Notes, prior to) the obligation or liability secured by such Lien.
The foregoing limitation does not apply to:
(1) Liens existing on the Closing Date;
(2) Liens granted after the Closing Date on any assets or Capital Stock of the Company or its Restricted Subsidiaries created in favor of
the Holders;
(3) Liens with respect to the assets of a Restricted Subsidiary granted by such Restricted Subsidiary to the Company or a Wholly
Owned Restricted Subsidiary or Wholly Owned Regulated Subsidiary to secure Indebtedness owing to the Company or such other
Restricted Subsidiary or Regulated Subsidiary;
(4) Liens securing Indebtedness which is Incurred to refinance secured Indebtedness which is permitted to be Incurred under clause
(3)of the second paragraph of Section4.03; provided that such Liens do not extend to or cover any property or assets of the Company
or any Restricted Subsidiary or Regulated Subsidiary other than the property or assets securing the Indebtedness being refinanced;
(5) Liens securing Indebtedness (including Hedging Obligations with respect thereto) in an aggregate amount not to exceed the greater
of (x)$300 million and (y)an amount equal to the Secured Indebtedness Cap on the date on which such Lien is to be incurred;
(6) Liens (including extensions and renewals thereof) upon real or personal property acquired after the Closing Date; provided that
(a)any such Lien is created solely for the purpose of securing Indebtedness Incurred, in accordance with Section4.03, to finance the
cost (including the cost of improvement or construction and fees and expenses related to
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2006. EDGAR Online, Inc.