eTrade 2005 Annual Report Download - page 410

cash or (C)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 and (2)any mandatory sinking fund payments on the day on which such payments are due and
payable in accordance with the terms of the Indenture and the Securities of such series.
(ii) No Default or Event of Default or event which with notice or lapse of time or both would become a Default or an Event of Default
with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as subsections 5.01(a) and
5.01(b) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).
(iii) Such covenant defeasance shall not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture Act of
1939 with respect to any securities of the Issuer.
(iv) Such covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Issuer is a party or by which it is bound.
(v) Such covenant defeasance shall not cause any Securities then listed on any registered national securities exchange under the
Securities Exchange Act of 1934, as amended, to be delisted.
(vi) No event or condition shall exist that, pursuant to the provisions of Section13.01, would prevent the Issuer from making payments
of the principal of or interest on the Securities of such series and Coupons appertaining thereto on the date of such deposit or at any
time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).
(vii) The Issuer shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel to the effect that the Holders of the
Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a
result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred.
(viii) The Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the covenant defeasance contemplated by this provision have been complied with.
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