ServiceMagic 2012 Annual Report Download - page 166

S-32
If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder claims that the Note has been lost,
destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note (and the Guarantors shall
execute the guarantee thereon) if such Holder furnishes to the Issuer and the Trustee evidence reasonably acceptable to them of the
ownership and the destruction, loss or theft of such Note and if the requirements of Section 8-405 of the New York Uniform
Commercial Code as in effect on the date of this Indenture are met. If required by the Trustee or the Issuer, an indemnity bond shall
be posted by such Holder, sufficient in the judgment of both to protect the Issuer, the Guarantors, the Trustee or any Paying Agent
from any loss that any of them may suffer if such Note is replaced. The Issuer and the Trustee may charge such Holder for their
reasonable out1of1pocket expenses in replacing such Note (including, without limitation, attorneys’ fees and disbursements) in
replacing such Note. Every replacement Note shall constitute a contractual obligation of the Issuer.
The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those
cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or after the date on
which the conditions set forth in Section 9.01 or 9.02 have been satisfied, those Notes theretofore authenticated and delivered by
the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease
to be outstanding because the Issuer or one of its Affiliates holds the Note.
If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Issuer receives
proof satisfactory to it that the replaced Note is held by a protected purchaser in whose hands such Note is a legal, valid and binding
obligation of the Issuer.
If the Paying Agent holds in trust, in its capacity as such, on any Redemption Date or maturity date, money
sufficient to pay all accrued interest and principal with respect to the Notes payable on that date and is not prohibited from paying
such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be
outstanding and interest on them ceases to accrue.
In determining whether the Holders of the required principal amount of Notes have concurred in any declaration of
acceleration or notice of default or direction, waiver or consent or any amendment, modification or other change to this Indenture,
Notes owned by the Issuer or any other Affiliate of the Issuer shall be disregarded as though they were not outstanding, except that
for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any
amendment, modification or other change to this Indenture, only Notes as to which a Responsible Officer of the Trustee has
received an Officer’s Certificate stating that such Notes are so owned shall be so disregarded. Notes so owned which have been
pledged in good faith shall not be disregarded if the pledgee established to the satisfaction of the Trustee the pledgee’s right so to
act with respect to the Notes and that the pledgee is not the Issuer, a Guarantor, any other obligor on the Notes or any of their
respective Affiliates.
SECTION 2.08. Replacement Notes
.
SECTION 2.09.
Outstanding Notes
.
SECTION 2.10. Treasury Notes
.
SECTION 2.11. Temporary Notes
.