eTrade 2005 Annual Report Download - page 541

Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the
foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Subsidiary
Guarantor under its Guarantee and this Article 10 shall be limited to the maximum amount as will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving
effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor
in respect of the obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations of such Subsidiary
Guarantor under its Guarantee to not constitute a fraudulent transfer or conveyance.
Section10.03.
Execution and Delivery of the Guarantee
. In the event that the Company is required to cause a Regulated Subsidiary or
Restricted Subsidiary to guarantee the Notes pursuant to Section4.07, the Company shall cause such Subsidiaries to execute
supplemental indentures to this Indenture and Guarantees in accordance with Section4.07 and this Article 10, to the extent applicable.
Section10.04.
Guarantors May Consolidate, etc., on Certain Terms
. No Subsidiary Guarantor may consolidate with or merge with or
into (whether or not such Subsidiary Guarantor is the surviving Person) another Person whether or not affiliated with such Subsidiary
Guarantor unless:
(a) subject to the other provisions of this Section, the Person formed by or surviving any such consolidation or merger (if other than a
Subsidiary Guarantor or the Company) shall be a corporation organized and validly existing under the laws of the United States or any
state thereof or the District of Columbia, and unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, the Registration
Rights Agreement and the Guarantee on the terms set forth herein or therein;
(b) immediately after giving effect to such transaction, no Default or Event of Default exists; and
(c) the Company would be permitted, immediately after giving effect to such transaction, to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) pursuant to Section4.03.
In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee endorsed upon the Notes
and the due and punctual performance of all of the
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