eTrade 2005 Annual Report Download - page 545

(2) an Opinion of Counsel stating that all such conditions precedent have been complied with, except that such Opinion of Counsel
need not be provided in connection with the issuance of the Original Notes.
Section11.05.
Statements Required in Certificate or Opinion
. Each certificate or opinion with respect to compliance with a condition
or covenant provided for in the Indenture must include:
(1) a statement that each person signing the certificate or opinion has read the covenant or condition and the related definitions;
(2) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in
the certificate or opinion is based;
(3) a statement that, in the opinion of each such person, that person has made such examination or investigation as is necessary to
enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(4) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with, provided
that an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact.
Section11.06.
Payment Date Other Than a Business Day.
If any payment with respect to a payment of any principal of, premium, if any,
or interest on any Note (including any payment to be made on any date fixed for redemption or purchase of any Note) is due on a day
which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the
same force and effect as if made on such date, and no interest will accrue for the intervening period.
Section11.07.
Governing Law
. The Indenture, including any Note Guaranties, and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York.
Section11.08.
No Adverse Interpretation of Other Agreements.
The Indenture may not be used to interpret another indenture or loan or
debt agreement of the Company or any Subsidiary of the Company, and no such indenture or loan or debt agreement may be used to
interpret the Indenture.
Section11.09.
Successors.
All agreements of the Company or any Subsidiary Guarantor in the Indenture and the Notes will bind its
successors. All agreements of the Trustee in the Indenture will bind its successor.
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