ServiceMagic 2012 Annual Report Download - page 165

S-31
held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable
for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held
by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of
Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all
money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the
Paying Agent shall have no further liability for the money delivered to the Trustee.
The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the
names and addresses of the Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the
Issuer shall furnish to the Trustee at least five Business Days before each Interest Payment Date, and at such other times as the
Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the
names and addresses of the Holders and the Issuer shall otherwise comply with TIA Section 312(a).
Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such
Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the
Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered
for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To
permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and
the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service
charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment
of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or
exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.20 or 8.05 (in which events the Issuer
shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer (a) of any
Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed (b) of any Note
selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part or (c) of any
Note between a record date and the next succeeding Interest Payment Date.
Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial
interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or
its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.
Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the
transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S.
Federal or state securities law.
Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any
responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.
SECTION 2.06. Holder Lists
.
SECTION 2.07. Transfer and Exchange
.