ServiceMagic 2012 Annual Report Download - page 197

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(b) Except during the continuance of an Event of Default:
(1)
the Trustee need perform only those duties that are specifically set forth in this Indenture and no
others; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture but, in the case of any such certificates or opinions which by any provision
hereof are required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine
whether they conform on their face to the requirements hereof (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein).
(c)
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:
(1)
this clause (c) does not limit the effect of clause (b) of this Section 7.01;
(2)
the Trustee shall not be liable for any error of judgment made in good faith, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts;
(3)
the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to the terms hereof; and
(4) no provision hereof shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its rights, powers or duties if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured
to it.
(d)
Whether or not therein expressly so provided, paragraphs (a), (b), (c) and (e) of this Section 7.01 shall
govern every provision of this Indenture that in any way relates to the Trustee.
(e) The Trustee shall be under no obligation to exercise any of its rights or powers hereunder at the request of
any Holder of Notes unless such Holder of Notes shall have offered to the Trustee security and indemnity satisfactory to the
Trustee.
(f)
The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in
writing with the Issuer or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by the law.
(g)
Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Section 7.01 and to the provision of the TIA.
Subject to Section 7.01:
SECTION 7.02. Rights of Trustee
.