ServiceMagic 2012 Annual Report Download - page 211

S-77
A Guarantor shall be released from its obligations under its Note Guarantee and its obligations under this
Indenture:
(1)
in the event of dissolution of such Guarantor;
(2)
if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted
Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when
it first ceases to be a Restricted Subsidiary, respectively;
(3)
upon the release or discharge of any guarantee by such Guarantor of the Credit Agreement or any Capital
Markets Indebtedness, except a discharge or release by or as a result of payment under such other guarantee; or
(4)
upon the exercise of the legal defeasance option or covenant defeasance option pursuant to Sections 9.02 or
9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof,
and in each such case, the Issuer has delivered to the Trustee an Officer’s Certificate or an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to such transactions have been complied with and that such release
is authorized and permitted hereunder.
The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the
release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.
Until the Notes have been paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it
may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such
Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the
Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the
preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such
Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the
benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of
this Indenture. Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such
benefits.
ARTICLE ELEVEN
MISCELLANEOUS
SECTION 10.05. Waiver of Subrogation
.