ServiceMagic 2012 Annual Report Download - page 168

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payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole holder of the Global Notes
represented thereby. The principal and interest on Definitive Notes shall be payable, either in person or by mail, at the office of the
Paying Agent.
If a Holder has given wire transfer instructions to the Issuer at least ten Business Days prior to the applicable
Interest Payment Date, the Issuer (through the Paying Agent) will make all payments on such Holder’s Notes by wire transfer of
immediately available funds to the account specified in those instructions. Otherwise, payments on the Notes will be made at the
office or agency of the Paying Agent for the Notes unless the Issuer (with notice to the Paying Agent) elects to make interest
payments by check mailed to the Holders at their addresses set forth in the register of Holders.
(a)
Transfer and Exchange of Definitive Notes . When Definitive Notes are presented to the Registrar with a
request:
(x) to register the transfer of such Definitive Notes; or
(y) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized
denominations,
the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are
met; provided , however , that the Definitive Notes surrendered for transfer or exchange:
(i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to
the Issuer and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and
(ii)
if such Definitive Notes are required to bear a restricted securities legend, they are being transferred or
exchanged pursuant to an effective registration statement under the Securities Act (and the transferor certifies the same, in
writing, to the Registrar), pursuant to Section 2.16(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by
the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name
of such Holder, without transfer, a certification from such Holder to that effect; or
(B) if such Definitive Notes are being transferred to the Issuer, a certification to that effect; or
(C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in
accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another
exemption from the requirements of the Securities Act: (i) a certification to that effect (in the form set forth on the
reverse of the Note) and (ii) if the Issuer so requests, an opinion of counsel or other evidence reasonably
satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.16(e)(i).
SECTION 2.16.
Special Transfer Provisions
.