eTrade 2005 Annual Report Download - page 414

required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.
Section11.05
. Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein.
Upon any application or demand
by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an
Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been
complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically
required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need
be furnished.
Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include (a)a statement that the person making such certificate or opinion has read such
covenant or condition, (b)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, (c)a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an opinion as to whether or not such covenant or condition has
been complied with and (d)a statement as to whether or not, in the opinion of such person, such condition or covenant has been
complied with.
Any certificate, statement or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or
opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to
the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable
care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to
factual matters, information with respect to which is in the possession of the Issuer, upon the certificate, statement or opinion of or
representations by an officer or officers of the Issuer, unless such counsel knows that the certificate, statement or opinion or
representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are erroneous.
Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such
officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the
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