ServiceMagic 2012 Annual Report Download - page 201

S-67
The Trustee may resign by so notifying the Issuer and the Guarantors in writing. The Holders of a majority in
principal amount of the outstanding Notes may remove the Trustee by notifying the Issuer and the removed Trustee in writing and
may appoint a successor Trustee with the Issuer’s written consent, which consent shall not be unreasonably withheld. The Issuer
may remove the Trustee at its election if:
(1)
the Trustee fails to comply with Section 7.10;
(2)
the Trustee is adjudged a bankrupt or an insolvent;
(3)
a receiver or other public officer takes charge of the Trustee or its property; or
(4)
the Trustee otherwise becomes incapable of acting.
If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall
promptly appoint a successor Trustee. If a Trustee is removed with or without cause, all fees and expenses (including the reasonable
fees and expenses of counsel) of the Trustee incurred in the administration of the trust or in performing the duties hereunder shall
be paid to the Trustee.
If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Issuer or the Holders of at least 10% in principal amount of the outstanding Notes may petition any court of
competent jurisdiction, at the expense of the Issuer, for the appointment of a successor Trustee.
If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.
A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.
Immediately following such delivery, the retiring Trustee shall, subject to its rights under Section 7.07, transfer all property held by
it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Holder. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer obligations under
Section 7.07 shall continue for the benefit of the retiring Trustee.
If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust
assets to, another entity, subject to Section 7.10, the successor entity without any further act shall be the successor Trustee;
provided
such entity shall be otherwise qualified and eligible under this Article Seven.
This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1) and (2) in every
respect. The Trustee (together with its corporate parent) shall have a combined capital and surplus of at least $50,000,000 as set
forth in the most recent applicable published annual report of condition. The Trustee shall comply with TIA § 310(b), including the
provision in § 310(b)(1).
SECTION 7.09. Successor Trustee by Consolidation, Merger, etc
.
SECTION 7.10. Eligibility; Disqualification
.