eTrade 2005 Annual Report Download - page 411

(ix) 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.
Section10.02
. Application by Trustee of Funds Deposited for Payment of Securities.
Subject to Section10.04, all moneys deposited
with the Trustee (or other trustee) pursuant to Section10.01 shall be held in trust and applied by it to the payment, either directly or
through any paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular Securities of such
series and of Coupons appertaining thereto for the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest; but such money need not be segregated from other
funds except to the extent required by law.
Section10.03
. Repayment of Moneys Held by Paying Agent.
In connection with the satisfaction and discharge of this Indenture with
respect to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to
such series of Securities shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall
be released from all further liability with respect to such moneys.
Section10.04
. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years.
Any moneys deposited with or paid to
the Trustee or any paying agent for the payment of the principal of or interest on any Security of any series or Coupons attached
thereto and not applied but remaining unclaimed
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