ServiceMagic 2012 Annual Report Download - page 205

S-71
The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled
to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent
to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the
consent of the requisite number of Holders has been obtained.
After an amendment, supplement, waiver or other action becomes effective, it shall bind every Holder, unless it
makes a change described in any of clauses (1) through (9) of Section 8.02. In that case the amendment, supplement, waiver or
other action shall bind each Holder who has consented to it and every subsequent Holder or portion of a Note that evidences the
same debt as the consenting Holder’s Note.
If an amendment, supplement, or waiver changes the terms of a Note, the Trustee (in accordance with the specific
written direction of the Issuer) shall request the Holder (in accordance with the specific written direction of the Issuer) to deliver it
to the Trustee. In such case, the Trustee shall place an appropriate notation on the Note about the changed terms and return it to the
Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue, the Guarantors shall
endorse, and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or
issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.
The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article Eight if the
amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01, shall be fully protected in relying conclusively upon an Officer’s Certificate and an
Opinion of Counsel stating, in addition to the matters required by Section 11.04, that such amendment, supplement or waiver is
authorized or permitted by this Indenture and all conditions precedent required hereunder to such amendment, supplement or
waiver have been satisfied.
ARTICLE NINE
CHARGE OF INDENTURE; DEFEASANCE
This Indenture will be discharged and will cease to be of further effect as to all outstanding Notes, except the
obligations referred to in the last paragraph of this Section 9.01, if
SECTION 8.05.
Notation on or Exchange of Notes
.
SECTION 8.06. Trustee To Sign Amendments, etc
.
SECTION 9.01. Discharge of Indenture
.