eTrade 2005 Annual Report Download - page 528

ARTICLE VII
T
HE
T
RUSTEE
Section7.01.
General.
(a) The duties and responsibilities of the Trustee are as provided by the TIA and as set forth herein. Whether or not expressly so
provided, every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is
subject to this Article.
(b) Except during the continuance of an Event of Default, the Trustee need perform only those duties that are specifically set forth in
the Indenture and no others, and no implied covenants or obligations will be read into the Indenture against the Trustee. In case an
Event of Default has occurred and is continuing, the Trustee shall exercise those rights and powers vested in it by the Indenture, and
use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the
conduct of such person’s own affairs.
(c) No provision of the Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct.
Section7.02.
Certain Rights of Trustee
. Subject to TIA Sections 315(a) through (d):
(1) In the absence of bad faith on its part, the Trustee may conclusively rely, and will be protected in acting or refraining from acting,
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented
by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but, in the case of any document
which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document
to determine whether it conforms to the requirements of the Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation into
such facts or matters as it sees fit.
(2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel conforming to
Section11.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or
opinion.
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