ServiceMagic 2012 Annual Report Download - page 200

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(2) to such Holders as have, within the two years preceding such transmission, filed their names and addresses
with the Trustee for that purpose.
A copy of each report at the time of its mailing to Holders shall be filed with the SEC and each stock exchange on
which the Notes are listed. The Issuer shall promptly notify the Trustee, and in any event within 10 Business Days, when the
Notes are listed on any stock exchange and of any delisting thereof.
The Issuer and the Guarantors shall pay to the Trustee and Agents from time to time reasonable compensation for
its services hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee
of an express trust) as agreed to from time to time by the Trustee and the Issuer. The Issuer and the Guarantors shall reimburse the
Trustee and Agents upon request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by it in
connection with its duties under this Indenture, including the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel.
The Issuer and the Guarantors shall indemnify each of the Trustee and any predecessor Trustee for, and hold each
of them harmless against, any and all loss, damage, claim, liability or expense, including without limitation taxes (other than taxes
based on the income of the Trustee or such Agent) and reasonable attorneys’ fees and expenses incurred by each of them in
connection with the acceptance or performance of its duties, or otherwise arising, under this Indenture including the reasonable
costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder (including, without limitation, settlement costs). The Trustee or Agent shall notify the Issuer and the
Guarantors in writing promptly of any claim asserted against the Trustee or Agent for which it may seek indemnity. However, the
failure by the Trustee or Agent to so notify the Issuer and the Guarantors shall not relieve the Issuer and Guarantors of their
obligations hereunder except to the extent the Issuer and the Guarantors are prejudiced thereby.
Notwithstanding the foregoing, the Issuer and the Guarantors need not reimburse the Trustee for any expense or
indemnify it against any loss or liability incurred by the Trustee through its negligence, bad faith or willful misconduct. To secure
the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a lien prior to the Notes on all
money or property held or collected by the Trustee except such money or property held in trust to pay principal of and interest on
particular Notes. The obligations of the Issuer and the Guarantors under this Section 7.07 to compensate and indemnify the Trustee,
Agents and each predecessor Trustee and to pay or reimburse the Trustee, Agents and each predecessor Trustee for expenses,
disbursements and advances shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other
termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law.
When the Trustee incurs expenses or renders services after an Event of Default specified in clause (7) or (8) of
Section 6.01 occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under
any Bankruptcy Law.
For purposes of this Section 7.07, the term “Trustee” shall include any trustee appointed pursuant to this
Article Seven.
SECTION 7.07. Compensation and Indemnity
.
SECTION 7.08.
Replacement of Trustee
.