ServiceMagic 2012 Annual Report Download - page 194

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than the nonpayment of accelerated principal and interest, have been cured or waived as provided in this Indenture.
The Trustee shall, within ninety (90) days after the occurrence of any Default (which the Trustee is deemed to have
knowledge of pursuant to this Indenture) with respect to the Notes, give the Holders written notice of all uncured Defaults
thereunder known to it; provided , however , that, except in the case of an Event of Default in payment with respect to the Notes or
a Default in complying with Section 5.01, the Trustee shall be protected in withholding such notice if and so long as it in good faith
determines that the withholding of such notice is in the interest of the Holders.
If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law
or in equity to collect the payment of principal of, or premium, if any, and interest on the Notes or to enforce the performance of
any provision of the Notes and this Indenture and may take any necessary action requested of it as Trustee to settle, compromise,
adjust or otherwise conclude any proceedings to which it is a party.
The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of
them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event
of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative. Any costs associated with actions taken by the Trustee under
this Section 6.03 shall be reimbursed to the Trustee by the Issuer.
Subject to Sections 6.02, 6.08 and 8.02, the Holders of a majority in aggregate principal amount of the Notes then
outstanding have the right to waive any existing Default or compliance with any provision of this Indenture or the Notes. Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereto.
The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the
Trustee by this Indenture. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines may be unduly prejudicial to the rights of another Holder not taking part in such direction, and the Trustee
shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so
directed may not lawfully be taken or if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so
directed may result in costs and expenses of the Trustee for which it has no source of payment or recovery or involve it in personal
liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such
direction.
SECTION 6.03. Other Remedies
.
SECTION 6.04. Waiver of Past Defaults and Events of Default
.
SECTION 6.05. Control by Majority
.
SECTION 6.06. Limitation on Suits
.