ServiceMagic 2012 Annual Report Download - page 169

S-35
(b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note . A Definitive Note may not
be exchanged for a beneficial interest in a Rule 144A Global Note or a Regulation S Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Trustee, together with:
(i)
certification, in the form set forth on the reverse of the Note, that such Definitive Note is either (A) being
transferred to a QIB in accordance with Rule 144A or (B) being transferred after expiration of the Distribution Compliance
Period by a Person who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in
such Note in the form of a beneficial interest in the Regulation S Global Note; and
(ii)
written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment
on its books and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A))
or Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(C)) to reflect an increase in the aggregate
principal amount of the Notes represented by the Rule 144A Global Note or Regulation S Global Note, as applicable, such
instructions to contain information regarding the Depository account to be credited with such increase,
then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the
standing instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of
Notes represented by the Rule 144A Global Note or Regulation S Global Note, as applicable, to be increased by the aggregate
principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Rule 144A Global Note or Regulation S Global Note, as applicable, equal
to the principal amount of the Definitive Note so canceled. If no Rule 144A Global Notes or Regulation S Global Notes, as
applicable, are then outstanding, the Issuer shall issue and the Trustee shall authenticate, upon written order of the Issuer in the
form of an Officer’s Certificate of the Issuer, a new Rule 144A Global Note or Regulation S Global Note, as applicable, in the
appropriate principal amount.
(c)
Transfer and Exchange of Global Notes .
(i)
The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the
Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the
procedures of the Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written
order given in accordance with the Depository’s procedures containing information regarding the participant account of the
Depository to be credited with a beneficial interest in such Global Note. The Registrar shall, in accordance with such instructions,
instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note
and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred.
(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in
another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the
Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so
transferred, and the Registrar shall reflect