ServiceMagic 2012 Annual Report Download - page 206

S-72
(1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which
have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust
by the Issuer and thereafter repaid to the Issuer or discharged from this trust) have been delivered to the Trustee for
cancellation, or
(2)
(a) all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable,
(ii) shall become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption
pursuant to paragraph 6 of the Notes, and, in any case, the Issuer has irrevocably deposited or caused to be deposited with
the Trustee as trust funds, in trust solely for the benefit of the Holders, 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 and discharge the entire Indebtedness (including all principal and
accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation,
(b) the Issuer has paid all other sums payable by it under this Indenture, and
(c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the
payment of the Notes at maturity or on the date of redemption, as the case may be.
In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel stating that all conditions
precedent to satisfaction and discharge have been complied with.
After such delivery, the Trustee shall acknowledge in writing the discharge of the Issuer’s obligations terminated
pursuant to this Section 9.01.
Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer in Section 2.07 shall
survive until all Notes have been cancelled and the obligations of the Issuer in Sections 7.07, 9.05 and 9.06 shall survive.
The Issuer may at its option, by Board Resolution of the Board of Directors of the Issuer, be discharged from its
obligations with respect to the Notes and the Guarantors discharged from their obligations under the Note Guarantees on the date
the conditions set forth in Section 9.04 are satisfied (hereinafter, “ Legal Defeasance ”). For this purpose, such Legal Defeasance
means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the
Notes and the Note Guarantees with respect thereto and to have satisfied all its other obligations under such Notes, such Note
Guarantees and this Indenture insofar as the Notes are concerned (and the Trustee, at the expense of the Issuer, shall, subject to
Section 9.06, execute instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same),
except for the following which shall survive until otherwise terminated or discharged hereunder:
(a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any,
and interest on the Notes when such payments are due solely from the trust funds described in Section 9.04 and as more fully set
forth in such Section, (b) the Issuer’s obligations with respect to the Notes under Sections 2.04, 2.05, 2.06, 2.07, 2.08 and 2.11,
(c) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee
under or pursuant to Section 7.07) and the Issuer’s obligation in connection therewith, and (d) this Article
SECTION 9.02. Legal Defeasance
.