eTrade 2005 Annual Report Download - page 390

correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such statements, certificates or opinions which by any provision hereof
are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders pursuant to Section5.09 relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any
liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.
The provisions of this Section6.01 are in furtherance of and subject to Section315 of the Trust Indenture Act of 1939.
Section6.02
. Certain Rights of the Trustee.
In furtherance of and subject to the Trust Indenture Act of 1939, and subject to
Section6.01:
(a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note,
coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or
parties;
(b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate
(unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be
evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer;
(c) the Trustee may consult with counsel of its selection and any written advice or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance
thereon in accordance with such advice or Opinion of Counsel;
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