ServiceMagic 2012 Annual Report Download - page 172

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records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or
the Notes Custodian, to reflect such reduction.
(g)
No Obligation of the Trustee .
(i)
None of the Trustee, Registrar or Paying Agent shall have any responsibility or obligation to any beneficial
owner of a Global Note, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records
of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or
with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice
(including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and
communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to
or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights
of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and
procedures of the Depository. The Trustee, Registrar and Paying Agent may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its members, participants and any beneficial owners.
(ii)
Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of
any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners in any
Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.
(a)
A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository
pursuant to Section 2.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate
principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer
complies with Section 2.16 hereof and (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depository
for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a
“clearing agency” registered under the Exchange Act and, in either case, a successor depositary is not appointed by the Issuer
within 90 days of such notice, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Notes
in definitive form, then, upon surrender by the relevant Global Note Holder of its Global Note, Notes in such form will be issued to
each Person that such Global Note Holder and the Depository identifies as being the beneficial owner of the related Notes, or
(iii) an Event of Default has occurred and is continuing with respect to the Notes.
(b)
Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.17 shall be
surrendered by the Depository to the Trustee at the Corporate Trust Office of the Trustee, to be so transferred, in whole or from
time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such
Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note
transferred pursuant to this Section 2.17 shall be executed, authenticated and delivered only in denominations of US$2,000
principal amount or any integral multiple of US$1,000 in excess thereof and
SECTION 2.17. Certificated Notes
.