ServiceMagic 2012 Annual Report Download - page 177

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required under Rule 3-10 of Regulation S-X promulgated by the SEC, except to the extent required by the rules and regulations of
the SEC if such rules are actually applicable; provided , however , that the Trustee shall have no obligation to determine whether or
not the Issuer shall have made such filings; provided , further , that if such full information is not provided, summary
Guarantor/non-Guarantor information shall be provided consistent with the level of information in the Offering Memorandum.
(c)
Delivery of such reports and information to the Trustee shall be for informational purposes only and the
Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from
information contained therein (including the Issuer’s compliance with any of its covenants under this Indenture as to which the
Trustee is entitled to rely exclusively on an Officer’s Certificate).
Each of the Issuer and the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take the benefit or advantage of, any
stay or extension law or any usury law or other law which would prohibit or forgive any of the Issuer and the Guarantors from
paying all or any portion of the principal of, premium, if any, and/or interest on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the
extent that they may lawfully do so) each of the Issuer and the Guarantors hereby expressly waives all benefit or advantage of any
such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law had been enacted.
(a)
The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s
Certificate stating that a review of the activities of the Issuer and its Subsidiaries during such fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the Issuer and the Guarantors have kept, observed,
performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate,
that to the best of his or her knowledge, the Issuer and the Guarantors have kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and no Default occurred during such period (or, if a Default shall have occurred, describing all
such Defaults of which he or she may have knowledge and what action they are taking or propose to take with respect thereto).
(b)
The Issuer and the Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee,
forthwith upon any Officer becoming aware of any Default, an Officer’s Certificate specifying such Default and what action the
Issuer and the Guarantors are taking or propose to take with respect thereto.
(a)
The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any
Indebtedness; provided that the Issuer or any Restricted Subsidiary may incur additional Indebtedness, in each case, if, as of the
date of incurrence, after giving effect to such incurrence
SECTION 4.03. Waiver of Stay, Extension or Usury Laws
.
SECTION 4.04. Compliance Certificate; Notice of Default
.
SECTION 4.05.
[Reserved]
SECTION 4.06. Limitations on Incurrence of Indebtedness
.