ServiceMagic 2012 Annual Report Download - page 198

S-64
(1) The Trustee may rely on any document reasonably 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.
(2)
Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of
Counsel, or both, which shall conform to the provisions of Section 11.05. The Trustee shall be protected and shall not be
liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.
(3)
The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or
negligence of any agent appointed by it with due care.
(4)
The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably
believes to be authorized or within its rights or powers; provided that the Trustee’
s conduct does not constitute negligence or
willful misconduct.
(5)
The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters
of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(6)
The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event
of Default occurring pursuant to clause (1) or (2) of Section 6.01 or (ii) any Event of Default of which the Trustee shall have
received written notification provided , the notice references this Indenture and the specific Event of Default. In the absence
of such notice, the Trustee may conclusively assume there is no Default except as aforesaid.
(7)
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.
(8)
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate (including any Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice,
request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if
the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the
Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney at the sole cost of the
investigation.
(9) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and
duties hereunder.
(10)
The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as
duties hereunder.
(11) 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 to each agent, custodian and other Person employed to act hereunder.