ServiceMagic 2012 Annual Report Download - page 204

S-70
(5) modify or change any provision of this Indenture or the related definitions to affect the ranking of the Notes
or any Note Guarantee in a manner that adversely affects the Holders;
(6)
reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the
Notes;
(7)
waive a default in the payment of principal of or premium or interest on any Notes (except a rescission of
acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the payment default that
resulted from such acceleration);
(8)
impair the rights of Holders to receive payments of principal of or interest on the Notes on or after the due
date therefor or to institute suit for the enforcement of any payment on the Notes; or
(9) release any Guarantor that is a Material Domestic Subsidiary from any of its obligations under its Note
Guarantee or this Indenture, except as permitted by this Indenture, or amend the definition of Material Domestic Subsidiary
in a manner adverse to Holders.
After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer shall mail to the
Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any
defect therein, shall not in any way impair or affect the validity of the amendment, supplement or waiver.
Upon the written request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such
supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the
Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the
Issuer and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such
supplemental indenture.
It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any
proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
Every amendment or supplement to this Indenture or the Notes shall comply with the TIA as then in effect.
Until an amendment, supplement, waiver or other action becomes effective, a consent to it by a Holder is a
continuing consent conclusive and binding upon such Holder and every subsequent Holder of the same Note or portion thereof, and
of any Note issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made
on any such Note. Any such Holder or subsequent Holder, however, may revoke the consent as to his Note or portion of a Note, if
the Trustee receives the written notice of revocation before the date the amendment, supplement, waiver or other action becomes
effective.
SECTION 8.03. Compliance with Trust Indenture Act
.
SECTION 8.04. Revocation and Effect of Consents
.