ServiceMagic 2012 Annual Report Download - page 241

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.
10. Persons Deemed Owners
. The registered Holder of this Note may be treated as the owner of this Note for all
purposes.
11. Unclaimed Money . If money for the payment of principal or interest 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.
12. 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.
13. [Reserved]
14. 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, by written notice to the Company and the Trustee, may declare all
amounts owing under the Notes to be due and payable. The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power.
15. Trustee Dealings with Company . The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may make loans to, accept deposits from, perform services for or otherwise deal with either of the
Company or any Guarantor, or any Affiliates thereof, with the same rights it would have if it were not Trustee.
16. Discharge . Subject to certain conditions and as set forth in the Indenture, the Company at any time may
terminate some or all of its obligations pursuant to the Indenture, upon the payment of all the Notes or upon the irrevocable deposit
with the Trustee of United States dollars or U.S. Government Obligations sufficient to pay when due principal of and interest on the
Notes to maturity or redemption, as the case may be.
17. Guarantees . The Note shall be entitled to the benefits of certain Note Guarantees made for the benefit of the
Holders. Reference is hereby made to the Indenture for a statement of the
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