ServiceMagic 2012 Annual Report Download - page 195

S-61
No Holder shall have any right to institute any proceeding with respect to this Indenture or for any remedy
thereunder, unless the Trustee:
(1) has failed to act for a period of 60 days after receiving written notice of a continuing Event of Default by such
Holder and a request to act by Holders of at least 25% in aggregate principal amount of Notes outstanding;
(2) has been offered indemnity satisfactory to it in its reasonable judgment; and
(3) has not received from the Holders of a majority in aggregate principal amount of the outstanding Notes a
direction inconsistent with such request.
However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of
or interest on such Note on or after the due date therefor (after giving effect to the grace period specified in clause (1) of
Section 6.01).
No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor shall have any liability
for any obligations of the Issuer under the Notes or this Indenture or of any Guarantor under its Note Guarantee or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees.
Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of,
or premium, if any, and interest of the Note on or after the respective due dates expressed in the Note, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or
affected without the consent of the Holder.
If an Event of Default in payment of principal, premium or interest specified in clause (1) or (2) of Section 6.01
occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or
any Guarantor (or any other obligor on the Notes) for the whole amount of unpaid principal and accrued interest remaining unpaid,
together with interest on overdue principal and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate set forth in the Notes.
The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Issuer or any Guarantor (or any
other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect and receive any monies or
other property payable or deliverable on any such claims and to distribute the same after deduction of its charges and expenses to
the extent that any such charges and expenses are not paid out of the estate in any such
SECTION 6.07.
No Personal Liability of Directors, Officers, Employees and
Stockholders.
SECTION 6.08. Rights of Holders To Receive Payment
.
SECTION 6.09. Collection Suit by Trustee
.
SECTION 6.10. Trustee May File Proofs of Claim
.