ServiceMagic 2012 Annual Report Download - page 202

S-68
The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311 (b). A Trustee
who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.
The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to it and the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 7.12:
(A) that it shall hold all sums held by it as agent for the payment of principal of, or premium, if any, or interest
on, the Notes (whether such sums have been paid to it by the Issuer or by any obligor on the Notes) in trust for the benefit
of Holders or the Trustee;
(B) that it shall at any time during the continuance of any Event of Default, upon written request from the
Trustee, deliver to the Trustee all sums so held in trust by it together with a full accounting thereof; and
(C) that it shall give the Trustee written notice within three (3) Business Days of any failure of the Issuer (or by
any obligor on the Notes) in the payment of any installment of the principal of, premium, if any, or interest on, the Notes
when the same shall be due and payable.
ARTICLE 8
AMENDMENTS, SUPPLEMENTS AND WAIVERS
The Issuer and the Trustee may amend, waive or supplement this Indenture, the Note Guarantees or the Notes
without prior notice to or consent of any Holder:
(1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders in accordance with
Section 5.01;
(2)
to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3)
to cure any ambiguity, defect or inconsistency;
(4)
to add any guarantees with respect to the Notes, including the Note Guarantees;
(5)
to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent
permitted by this Indenture);
(6)
to maintain the qualification of this Indenture under the TIA;
(7)
to secure the Notes;
SECTION 7.11.
Preferential Collection of Claims Against Issuer
.
SECTION 7.12. Paying Agents
.
SECTION 8.01. Without Consent of Holders
.