ServiceMagic 2012 Annual Report Download - page 226

such redemption; provided , further , that each such redemption occurs within 90 days of the date of closing of each such Equity
Offering.
7. Notice of Redemption . Notice of redemption shall be mailed at least 30 days but not more than 60 days
before the Redemption Date to each Holder to be redeemed at his registered address, except that redemption notices may be mailed
more than 60 days prior to a Redemption Date if the notice is issued in connection with a satisfaction and discharge of the
Indenture. On and after the Redemption Date, unless the Company defaults in making the redemption payment, interest ceases to
accrue on Notes or portions thereof called for redemption.
8. Offers To Purchase . The Indenture provides that upon the occurrence of a Change of Control Triggering
Event and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding Notes in
accordance with the procedures set forth in the Indenture.
10. Denominations, Transfer, Exchange . The Notes are in registered form without coupons in denominations of
$2,000 and integral multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar
may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay to it any taxes
and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Notes or a
portion of a Note selected for redemption for a period of 15 days before a mailing of notice of redemption.
11. Persons Deemed Owners
. The registered Holder of this Note may be treated as the owner of this Note for all
purposes.
12. Unclaimed Money . If money for the payment of principal or interest or Additional Interest, if any, remains
unclaimed for two years, the Trustee shall pay the money back to the Company at its written request. After that, Holders entitled to
the money must look to the Company for payment as general creditors unless an “abandoned property” law designates another
Person.
13. Amendment, Supplement, Waiver, Etc . The Company, the Guarantors and the Trustee (if a party thereto)
may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for
certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the
qualification of the Indenture under the Trust Indenture Act of 1939, as amended, and making any change that does not materially
and adversely affect the rights of any Holder. Other amendments and modifications of the Indenture or the Notes may be made by
the Company, the Guarantors and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal
amount of the outstanding Notes, subject to certain exceptions requiring the consent of the Holders of the particular Notes to be
affected.
14. [Reserved]
15. Defaults and Remedies . Events of Default are set forth in the Indenture. If an Event of Default specified in
clause (7) or (8) of Section 6.01 of the Indenture with respect to the Company or any Significant Subsidiary occurs, all outstanding
Notes shall become due and payable without any further action or notice. If any other Event of Default (other than an Event of
Default specified in clause (7) or (8) of Section 6.01 of the Indenture with respect to the Company or any Significant Subsidiary),
shall have occurred and be continuing hereunder, the Trustee, by written notice to the Company, or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding
A-8