ServiceMagic 2012 Annual Report Download - page 207

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Nine. Subject to compliance with this Article Nine, the Issuer may exercise its option under this Section 9.02 with respect to Notes
notwithstanding the prior exercise of its option under Section 9.03 with respect to such Notes.
At the option of the Issuer, pursuant to a Board Resolution of the Board of Directors of the Issuer, (x) the Issuer
and the Guarantors shall be released from their respective obligations under Sections 4.02 (except for obligations mandated by the
TIA), 4.05 through 4.16, inclusive, 4.20 and clause (3) of the first paragraph of Section 5.01 and (y) clauses (4), (5), (6) and (9) of
Section 6.01 shall no longer apply with respect to the Notes on and after the date the conditions set forth in Section 9.04 are
satisfied (hereinafter, “ Covenant Defeasance ”). For this purpose, such Covenant Defeasance means that the Issuer and the
Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
specified Section or portion thereof, whether directly or indirectly by reason of any reference elsewhere herein to any such specified
Section or portion thereof or by reason of any reference in any such specified Section or portion thereof to any other provision
herein or in any other document, and thereafter any omission to comply with such obligations shall not constitute a Default, but the
remainder of this Indenture and the Notes shall be unaffected thereby.
The following shall be the conditions to application of Section 9.02 or Section 9.03 to the outstanding Notes:
(1)
the Issuer must irrevocably deposit with the Trustee, as trust funds, in trust solely for the benefit of the
Holders of the Notes, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as shall be
sufficient (without consideration of any reinvestment of interest), as evidenced by an Officer’s Certificate of the Issuer, to
pay the principal of and interest on the Notes on the stated date for payment or on the Redemption Date of the principal or
installment of principal of or interest on the Notes,
(2)
in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the
United States confirming that:
(a)
the Issuer has received from, or there has been published by the Internal Revenue Service, a ruling, or
(b) since the date hereof, there has been a change in the applicable U.S. federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such
outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Legal
Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred,
(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in
the United States reasonably acceptable to the Trustee confirming that the Holders of such outstanding Notes will not
recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be
subject to U.S. federal
SECTION 9.03. Covenant Defeasance
.
SECTION 9.04. Conditions to Legal Defeasance or Covenant Defeasance
.