ServiceMagic 2012 Annual Report Download - page 208

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income tax on the same amounts, in the same manner and at the same times as would have been the case if the Covenant
Defeasance had not occurred,
(4)
no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting
from the borrowing of funds to be applied to such deposit),
(5)
the Issuer shall have delivered to the Trustee an Officer’
s Certificate stating that the deposit was not made by
it with the intent of preferring the Holders of such Notes over any other of its creditors or with the intent of defeating,
hindering, delaying or defrauding any other of its creditors or others, and
(6)
the Issuer shall have delivered to the Trustee an Officer’
s Certificate and an Opinion of Counsel, each stating
that the conditions provided for in, in the case of the Officer’s Certificate, clauses (1) through (4) and, in the case of the
Opinion of Counsel, clauses (2) and/or (3) of this paragraph have been complied with.
If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and
interest on the Notes when due, then the obligations of the Issuer and the obligations of Guarantors under this Indenture shall be
revived and no such defeasance shall be deemed to have occurred.
All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant
to Section 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent, to the Holders of such
Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money
need not be segregated from other funds except to the extent required by law.
The Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 or the
principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes.
Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from
time to time any money or U.S. Government Obligations held by it as provided in Section 9.04 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess
of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.
If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with
Section 9.01, 9.02 or 9.03 by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental
Authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and each Guarantor’s obligations terminated
pursuant to Section
SECTION 9.05. Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions.
SECTION 9.06. Reinstatement
.