ServiceMagic 2012 Annual Report Download - page 173

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registered in such names as the Depository shall direct. Any Definitive Note delivered in exchange for an interest in the Transfer
Restricted Note shall, except as otherwise provided by Section 2.16(e) hereof, bear the applicable restricted securities legend and
definitive note legend set forth in Exhibit A hereto.
(c)
Subject to the provisions of Section 2.17(b) hereof, the registered Holder of a Global Note shall be entitled to
grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.
(d) In the event of the occurrence of one of the events specified in Section 2.17(a) hereof, the Issuer shall
promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest
coupons. In the event that the Definitive Notes are not issued to each such beneficial owner promptly after the Registrar has
received a request from the Holder of a Global Note to issue such certificated Note, the Issuer expressly acknowledges, with respect
to the right of any Holder to pursue a remedy pursuant to Article 6 of this Indenture, the right of any beneficial holder of Notes to
pursue such remedy with respect to the portion of the Global Note that represents such beneficial holder’s Notes as if such
certificated Notes had been issued.
(e)
By its acceptance of any Note bearing any legend in Section 2.16(e), each Holder of such Note
acknowledges the restrictions on transfer of such Note set forth in this Indenture and in such legend in Section 2.16(e) and agrees
that it shall transfer such Note only as provided in this Indenture.
The Registrar shall retain for a period of two years copies of all letters, notices and other written communications
received pursuant to Section 2.02 or this Section 2.17. The Issuer shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving of reasonable notice to the Registrar.
Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-
day months. Additional Interest
will be payable with respect to the Notes in certain circumstances if the Issuer does not consummate the Exchange Offer (or shelf
registration, if applicable) as provided in the Registration Rights Agreement.
ARTICLE THREE
REDEMPTION
If the Issuer elects to redeem Notes pursuant to paragraph 6 of such Notes, at least 30 days prior to the Redemption
Date (unless a shorter notice shall be agreed to in writing by the Trustee), the Issuer shall notify the Trustee in writing of the
Redemption Date, the principal amount of Notes to be redeemed and the redemption price, and deliver to the Trustee an Officer’s
Certificate stating that such redemption will comply with the conditions contained in paragraph 6 of the Notes. Notice given to the
Trustee pursuant to this Section 3.01 may not be revoked after the time that notice is given to Holders pursuant to Section 3.03,
except as provided in Section 3.04.
SECTION 2.18. Computation of Interest
.
SECTION 3.01. Election To Redeem; Notices to Trustee
.