ServiceMagic 2012 Annual Report Download - page 189

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The Issuer shall comply with the requirements of applicable securities laws and regulations in connection with the
purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations
conflict with the provisions under this Section 4.20, the Issuer shall comply with the applicable securities laws and regulations.
If on any date following the Issue Date (i) the Notes have an Investment Grade Rating from both Moody’s and
Standard & Poor’s, and the Issuer has delivered written notice of such Investment Grade Rating to the Trustee, and (ii) no Default
has occurred and is continuing under this Indenture (a “ Suspension Event ”), then, beginning on that day and continuing at all
times thereafter except as provided in the next succeeding paragraph, the provisions in the following sections shall no longer be
applicable to the Notes (collectively, the “ Suspended Covenants ”): Sections 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 and clause (3) of
Section 5.01.
In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants under this
Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “ Reversion Date ”) one or both of the
Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment
Grade Rating then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenant under this
Indenture with respect to future events. The Issuer will give the Trustee prompt written notice of a Reversion Date. In the absence
of such notice, the Trustee shall be entitled to assume that no Suspension Event or Reversion Date has occurred.
The period of time between the Suspension Event and the Reversion Date is referred to in this description as the “
Suspension Period .”
Notwithstanding that the Suspended Covenants may be reinstated, no Default will occur or be deemed to have
occurred solely as a result of a failure to comply with the Suspended Covenants during the Suspension Period or the continued
existence of circumstances or obligations that occurred without complying with the Suspended Covenants during the Suspension
Period.
On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been
incurred pursuant to Section 4.06(a) or one of the clauses set forth in Section 4.06(b) (to the extent such Indebtedness would be
permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the
Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be
incurred pursuant to Section 4.06(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it
is classified as permitted under clause (3) of Section 4.06(b). For purposes of Section 4.07, on the Reversion Date, all Restricted
Payments made during the Suspension Period shall be deemed to have been made under the first sentence of Section 4.07. For
purposes of Section 4.12, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary
described under clauses (a), (b) or (c) of the first paragraph thereof created or otherwise caused or permitted to exist or become
effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as
permitted under clause (4) of such covenant. For purposes of Section 4.09, on the Reversion Date, any Affiliate Transaction entered
into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is
classified as permitted under clause (6) of such covenant.
SECTION 4.21. Suspension Event
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