eTrade 2005 Annual Report Download - page 409

(vi) the Issuer has delivered to the Trustee an Opinion of Counsel to the effect that (x)the trust funds will not be subject to any rights
of holders of Senior Indebtedness, including without limitation those arising under Article 13 of this Indenture, and (y)after the 91st
day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally, except that if a court were to rule under any such law in any case or proceeding that
the trust funds remained property of the Issuer, no opinion is given as to the effect of such laws on the trust funds except the
following: (A)assuming such trust funds remained in the Trustee’s possession prior to such court ruling to the extent not paid to
Holders of Securities of such series and Coupons appertaining thereto, the Trustee will hold, for the benefit of such Holders, a valid
and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise, (B)such Holders will be entitled to
receive adequate protection of their interests in such trust funds if such trust funds are used, and (C)no property, rights in property or
other interests granted to the Trustee or such Holders in exchange for or with respect to any of such funds will be subject to any prior
rights of holders of Senior Indebtedness, including without limitation those arising under Article 13 of this Indenture.
(c) The Issuer shall be released from its obligations under Section9.01 with respect to the Securities of any Series, and any Coupons
appertaining thereto, Outstanding on and after the date the conditions set forth below are satisfied (hereinafter, “
covenant defeasance
”). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of any Series, the Issuer may
omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in such Section, whether directly
or indirectly by reason of any reference elsewhere herein to such Section or by reason of any reference in such Section to any other
provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default, but the
remainder of this Indenture and such Securities and Coupons shall be unaffected thereby. The following shall be the conditions to
application of this subsection (c)of this Section10.01:
(i) The Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Securities of
such series and Coupons appertaining thereto, (A)cash in an amount, or (B)in the case of any series of Securities the payments on
which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such
amounts as will insure the availability of
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