ServiceMagic 2012 Annual Report Download - page 210

S-76
otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and
the due and punctual payment of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such
Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of
any Notes or any of such other Obligations, that the same shall be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this
Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of any such Note, this Indenture or the Registration Rights Agreement, any failure to
enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or
indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise
constitute a legal or equitable discharge of a surety or such Guarantor.
Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the
event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect
to any such Note or the Indebtedness evidenced thereby (except as expressly required hereunder, including pursuant to Article Six
hereof) and all demands whatsoever, and covenants that this Note Guarantee shall not be discharged as to any such Note except by
payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the
one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith
become due and payable by each Guarantor for the purpose of this Note Guarantee.
If an officer of a Guarantor whose signature is on this Indenture no longer holds that office at the time the Trustee
authenticates the Note or at any time thereafter, such Guarantor’s Note Guarantee of such Note shall be valid nevertheless.
The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of
any Note Guarantee set forth in this Indenture on behalf of the Guarantor.
The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shall, after
giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the
Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this
Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note Guarantee shall
be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.
SECTION 10.02. Execution and Delivery of Guarantee
.
SECTION 10.03. Limitation of Guarantee
.
SECTION 10.04. Release of Guarantor
.