ServiceMagic 2012 Annual Report Download - page 164

S-30
certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never
issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for
all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.
The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes.
Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has
the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating
agent for purposes of this Indenture.
The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and
integral multiples of $1,000.
The Issuer shall maintain an office or agency (which shall be located in the Borough of Manhattan in The City of
New York, State of New York or the city in which the Corporate Trust Office of the Trustee is located) where Notes may be
presented for registration of transfer or for exchange (the “ Registrar ”), and an office or agency where Notes may be presented for
payment (the “ Paying Agent ”) and an office or agency where notices and demands to or upon the Issuer, if any, in respect of the
Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. If and
for so long as the Trustee is not the Registrar, the Trustee shall have the right to inspect the register of the Notes during regular
business hours. The Issuer may have one or more additional Paying Agents. The term “Paying Agent” includes any additional
Paying Agent. The Issuer or any Affiliate thereof may act as Paying Agent.
The Issuer shall enter into an appropriate agency agreement, which shall incorporate the provisions of the TIA,
with any Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to
such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent. If the Issuer fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation
in accordance with Section 7.07. The Issuer or any wholly owned Subsidiary may act as Paying Agent, Registrar, co-registrar or
transfer agent.
The Issuer initially appoints the Trustee as Registrar and Paying Agent.
On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent
a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of
the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes
(whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the
Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such
payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent
and hold it as a separate trust fund. Money
SECTION 2.04.
Registrar and Paying Agent
.
SECTION 2.05. Paying Agent To Hold Money in Trust
.