ServiceMagic 2012 Annual Report Download - page 163

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(vi) The Rule 144A Global Note, the Regulation S Global Note and the Exchange Global Note are
collectively referred to herein as “ Global Notes ”. The aggregate principal amount of the Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter
provided.
(c)
Book-Entry Provisions . This Section 2.02(c) shall apply only to a Global Note deposited with or on
behalf of the Depository.
(i) The Issuer shall execute and the Trustee shall, in accordance with this Section 2.02(c), authenticate
and deliver initially one or more Global Notes that (A) shall be registered in the name of the Depository for such Global
Note or the nominee of such Depository and (B) shall be delivered by the Trustee to such Depository or pursuant to such
Depository’s instructions or held by the Trustee as custodian for the Depository.
(ii)
Members of, or participants in, the Depository (“ Agent Members ”) shall have no rights under this
Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the
Depository or under such Global Note, and the Issuer, the Trustee and any agent of the Issuer or the Trustee shall be entitled
to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and
its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder
of a beneficial interest in any Global Note.
(d)
Definitive Notes . Except as provided in this Section 2.02 or Section 2.16 or 2.17, owners of
beneficial interests in Notes shall not be entitled to receive physical delivery of Definitive Notes.
(e)
The terms and provisions contained in the Notes shall constitute, and are expressly made, a part of
this Indenture and, to the extent applicable, the Issuer, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and agree to be bound thereby. If there is any conflict between the
terms of the Notes and this Indenture, the terms of this Indenture shall govern.
(f)
The Notes may be presented for registration of transfer and exchange at the offices of the Registrar.
An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the
Notes for the Issuer by manual or facsimile signature.
If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that
office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.
No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there
appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual
signature of an authorized officer, and such
SECTION 2.03. Execution and Authentication
.