eTrade 2005 Annual Report Download - page 542

covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and
be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such
successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued
shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof.
Except as set forth in Articles Four and Five, and notwithstanding clause (c)above, nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor,
or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the
Company or another Subsidiary Guarantor.
Section10.05.
Releases Following Certain Events
. In the event of a (i)sale or other disposition of all of the assets of any Subsidiary
Guarantor, by way of merger, consolidation or otherwise, or a sale, exchange or transfer to any Person (other than an Affiliate of the
Company) of all of the capital stock of any Subsidiary Guarantor, (ii)the designation of any Subsidiary Guarantor as an Unrestricted
Subsidiary or (iii)the defeasance of the Notes in accordance with Section8.01, in each case in compliance with the terms of this
Indenture, then such Subsidiary Guarantor (in the event of a sale, exchange, transfer or other disposition, by way of merger,
consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the
event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of
any obligations under its Guarantee and Registration Rights Agreement; provided that, in the case of (i)above, the Net Cash Proceeds
of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation
Section4.11. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such
sale or other disposition was made by the Company in accordance with the applicable provisions of this Indenture, including, in the
case of a release pursuant to (i)above and Section4.11, the Trustee shall execute any documents reasonably required in order to
evidence the release of any Subsidiary Guarantor from its obligations under its Guarantee.
Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of
and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10.
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