eTrade 2005 Annual Report Download - page 366

(a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not
to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (i)such Issuer Order
may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery,
(ii)the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal
amount not exceeding the aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to
procedures acceptable to the Trustee as may be specified from time to time by an Issuer Order, (iii)the maturity date or dates, original
issue date or dates, interest rate or rates and any other terms of Securities of such series (including Redemption Notice Periods) shall
be determined by an Issuer Order or pursuant to such procedures and (iv)if provided for in such procedures, such Issuer Order may
authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents,
which oral instructions shall be promptly confirmed in writing;
(b) any Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or
pursuant to which the forms and terms of the Securities and Coupons, if any, were established;
(c) an Officer’s Certificate setting forth the form or forms and terms of the Securities and Coupons, if any, stating that the form or forms
and terms of the Securities and Coupons, if any, have been established pursuant to Sections 2.01 and 2.03 and comply with this
Indenture, and covering such other matters as the Trustee may reasonably request; and
(d) at the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of
Counsel, substantially to the effect that:
(i) the forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this
Indenture;
(ii) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the
provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been
established pursuant to a Board Resolution, an Officer’s Certificate or a supplemental indenture in accordance with this Indenture, and
when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all
such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this
Indenture;
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