eTrade 2005 Annual Report Download - page 240

“
Trigger Event
” has the meaning set forth in Section5.04(a)(iv).
“
UCC
” means the Uniform Commercial Code as in effect in the State of New York from time to time.
“
Unit
” means a Corporate Unit or a Treasury Unit, as the case may be.
“
Units Prospectus
” means the registration statement, as amended, filed with the Securities and Exchange Commission (File
No.333-129077) and the prospectus contained therein dated November22, 2005, describing, among other things, the terms of the Units.
“
Value
” means, with respect to any item of Collateral on any date, as to (1)Cash, the amount thereof, (2)Treasury Securities, the
aggregate principal amount thereof at maturity, (3)Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i)of
the definition of such term), the appropriate aggregate percentage of the aggregate principal amount at maturity of the Treasury
Portfolio and (4)Applicable Ownership Interests in Subordinated Notes, the appropriate aggregate percentage of the aggregate
principal amount at maturity of the underlying Subordinated Notes.
“
Vice President
” means any vice president, whether or not designated by a number or a word or words added before or after the title
“vice president.”
Section1.02
Compliance Certificates and Opinions
. Except as otherwise expressly provided by this Agreement, upon any application
or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the
Company shall furnish to the Purchase Contract Agent an Officers’ Certificate stating that all conditions precedent, if any, provided for
in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing of such documents is specifically required by any
provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.
Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the
Officers’ Certificate provided for in Section10.05) shall include:
(i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;
(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;
(iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to
enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
13

2006. EDGAR Online, Inc.