eTrade 2005 Annual Report Download - page 406

Section9.03
. Opinion of Counsel Delivered to Trustee.
The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive
an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such
assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.
ARTICLE 10
S
ATISFACTION AND
D
ISCHARGE OF
I
NDENTURE
; U
NCLAIMED
M
ONEYS
Section10.01
. Satisfaction and Discharge of Indenture.
(a)If at any time (i)the Issuer shall have paid or caused to be paid the principal
of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than
Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section2.09) as and when the same shall have become due and payable, or (ii)the Issuer shall have delivered to
the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto
(other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section2.09) or (iii)in the case of any series of Securities where the exact amount
(including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit
referred to in clause (B)below, (A)all the Securities of such series and all unmatured Coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (B)the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire
amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section10.04) or, in the
case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America,
backed by its full faith and credit (“
U.S. Government Obligations
”), maturing as to principal and interest at such times and in such
amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1)the principal and interest
on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and
(2)any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of
the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums
payable hereunder by the Issuer with respect to the Securities of such series, then this Indenture shall cease to be of further effect with
respect to the Securities of such series and the Coupons appertaining thereto
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