eTrade 2005 Annual Report Download - page 534

(4) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions
precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with.
(b) After satisfying the conditions in clause (1)(a), only the Company’s obligations under Section7.07 will survive. After satisfying the
conditions in clause (1)(b), (2)and (3), only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will
survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the
Notes and the Indenture other than the surviving obligations.
Section8.02.
Legal Defeasance.
On the 123rd day following the deposit referred to in clause (1), the Company will be deemed to have
paid and will be discharged from its obligations in respect of the Notes and this Indenture, other than its obligations in Article 2 and
Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06, and each Subsidiary Guarantor’s obligations under its Note Guarantee will terminate,
provided
the following conditions have been satisfied:
(1) The Company has irrevocably deposited in trust with the Trustee, as trust funds solely for the benefit of the Holders, money and/or
U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certificate thereof delivered to the Trustee, without consideration of any reinvestment, to pay
principal of, premium, if any, and accrued interest on the Notes to maturity or redemption, as the case may be,
provided
that any
redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee.
(2) Immediately after giving effect to such deposit on a
pro forma
basis, no Event of Default, or event that after the giving of notice or
lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during
the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries is bound.
(3) The Company has delivered to the Trustee
(A) either (x)an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as
a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times
as would have been the case if such deposit,
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2006. EDGAR Online, Inc.