eTrade 2005 Annual Report Download - page 519

Section4.16.
Payments of Taxes and Other Claims
.
[Intentionally Omitted]
Section4.17
. Compliance Certificates
.
(a)Officers of the Company must certify, on or before a date not more than 90 days after the end of each fiscal year, that a review has
been conducted of the activities of the Company and its Restricted Subsidiaries and Regulated Subsidiaries and the Company’s and its
Restricted Subsidiaries’ and its Regulated Subsidiaries’ performance under this Indenture and that, to their knowledge, the Company
has fulfilled all obligations hereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such
default and the nature and status thereof. The Company will also be obligated to notify the Trustee of any default or defaults in the
performance of any covenants or agreements under the Indenture. Such certificate shall contain a certification from the principal
executive officer, principal financial officer or principal accounting officer of the Company as to his or her knowledge of the Company’s
compliance with all conditions and covenants under this Indenture. For purposes of this Section4.17, such compliance shall be
determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the
Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default
or Event of Default and its status. The first certificate to be delivered pursuant to this Section4.17(a) shall be for the first fiscal year
beginning after the execution of this Indenture.
(b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year in which
this Indenture was executed, a certificate signed by the Company’s independent certified public accountants stating (i)that their audit
examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, (ii)that they have
read the most recent Officers’ Certificate delivered to the Trustee pursuant to paragraph (a)of this Section4.17 and (iii)whether, in
connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in
compliance with any of the terms, covenants, provisions or conditions of Article 4 and Section5.01 of this Indenture as they pertain to
accounting matters and, if any Default or Event of Default has come to their attention, specifying the nature and period of existence
thereof; provided that such independent certified public accountants shall not be liable in respect of such statement by reason of any
failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination
conducted in accordance with generally accepted auditing standards in effect at the date of such examination. The Company shall not
be required to comply with
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2006. EDGAR Online, Inc.