eTrade 2005 Annual Report Download - page 529

(3) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent
appointed with due care.
(4) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or
direction of any of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity satisfactory to it
against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(5) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights
or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section6.05
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 the Indenture.
(6) The Trustee may consult with counsel of its selection, and the advice of such counsel or any Opinion of Counsel will be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.
(7) No provision of the Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any
loss, liability or expense.
(8) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;
(9) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian
and other Person employed to act hereunder; and
(10) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any
person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously
delivered and not superseded.
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