Notice of Optional Redemption. Selection of Notes 79 Section 16.03. Payment of Notes Called for Redemption 80 Section 16.04. Restrictions on Redemption 81 ARTICLE 17 MISCELLANEOUS PROVISIONS Section 17.01. Provisions Binding on Company’s Successors 81 Section 17.02. Official Acts by Successor Corporation 81 Section 17.03. Addresses for Notices, Etc 81 Section 17.04. Governing Law; Jurisdiction 82 Section 17.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee 82 Section 17.06. Legal Holidays 83 Section 17.07. No Security Interest Created 83 Section 17.08. Benefits of Indenture 83 Section 17.09. Table of Contents, Headings, Etc 83 Section 17.10. Authenticating Agent 83 Section 17.11. Execution in Counterparts 84 Section 17.12. Severability 85 Section 17.13. Waiver of Jury Trial 85 Section 17.14. Force Majeure 85 Section 17.15. Calculations 85 Section 17.16. USA PATRIOT Act 85 Section 17.17. Foreign Account Tax Compliance Act (FATCA) 85 EXHIBIT INDENTURE dated as of September 9, 2019 between Zillow Group, Inc., a Washington corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Notice of Optional Redemption. (a) At least 30 but not more than 60 days before a redemption date pursuant to Paragraph 5 of the Note, the Issuers shall mail or cause to be mailed by first-class mail, or otherwise deliver in accordance with the procedures of the Depository, a notice of redemption to each holder whose Notes are to be redeemed at its registered address (with a copy to the Trustee), except that redemption notices may be mailed or otherwise delivered more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes, or a satisfaction and discharge of this Indenture pursuant to Article VIII. Any such notice shall identify the Notes to be redeemed and shall state:
Notice of Optional Redemption. (a) At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 5 of the Security, the Company shall mail or cause to be mailed by first-class mail a notice of redemption to each Holder whose Securities are to be redeemed. Any such notice shall identify the Securities to be redeemed and shall state:
Notice of Optional Redemption. (a) At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 5 of the applicable Note, the Issuer shall mail or cause to be mailed by first-class mail a notice of redemption to each Holder whose Notes are to be redeemed. Any such notice shall identify the Notes to be redeemed and shall state:
Notice of Optional Redemption. Selection of Notes 83 Section 15.03. Payment of Notes Called for Redemption 84 Section 15.04. Restrictions on Redemption 85 ARTICLE 16
Notice of Optional Redemption. (a) Except for redemption pursuant to Section 3.07(e), notices of optional redemption will be given at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed in accordance with Section 12.02, except that redemption notices may be given more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture.
Notice of Optional Redemption. (a) At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 5 of the applicable Security, the Issuers shall mail or cause to be mailed by first-class mail a notice of redemption to each Holder whose Securities are to be redeemed to such Holder’s registered address or otherwise in accordance with the procedures of the Depository, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture pursuant to Article 8 hereof. Any such notice shall identify the Securities to be redeemed and shall state:
Notice of Optional Redemption. Notice of redemption will be mailed by first-class mail and in the case of Notes held in book-entry form, by electronic transmission at least 10 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at his or her registered address. Any notice to Holders of Notes of such a redemption pursuant to clause (c) in paragraph 5 needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself. The actual redemption price, calculated as described in such clause (c), must be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the redemption date. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption. Any redemption or notice of any redemption or offer to purchase Notes may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, other offering or financing, Change of Control Triggering Event or other corporate transaction or event. Notice of any redemption in respect of an Equity Offering may be given prior to the completion thereof. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied and a new redemption date will be set by the Company in accordance with applicable DTC procedures, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.
Notice of Optional Redemption. Selection of Notes 20 Section 3.03. Payment of Notes Called for Redemption by the Issuer 21 Section 3.04. Sinking Fund 22 ARTICLE 4 CERTAIN COVENANTS OF THE ISSUER Section 4.01. Payment of Principal, Premium and Interest 22 Section 4.02. Maintenance of Office or Agency 22 Section 4.03. Appointments to Fill Vacancies in Trustee’s Office 23 Section 4.04. Provisions as to Paying Agent 23 Section 4.05. Existence 24 Section 4.06. Reports 24 Section 4.07. Stay, Extension and Usury Laws 25 Section 4.08. Compliance Certificate 25 TABLE OF CONTENTS (continued) Section Page Section 4.09. Limitations on Incurrence of Debt 26 Section 4.10. Insurance 27 Section 4.11. Additional Interest Notice 27 NOTEHOLDERS’ LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE Section 5.01. Noteholders’ Lists 27 Section 5.02. Preservation and Disclosure of Lists 28 Section 5.03. Reports by Trustee 28 ARTICLE 6 REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT Section 6.01. Events of Default 28
Notice of Optional Redemption. Notice of redemption will be mailed by first-class mail and in the case of Notes held in book-entry form, by electronic transmission at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at his or her registered address. Any notice to Holders of Notes of such a redemption pursuant to clause (c) in paragraph 5 needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself. The actual redemption price, calculated as described in such clause (c), must be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date, on and after such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption. Any redemption or notice of redemption issued pursuant to paragraph 5 may, in the Issuer’s discretion, be subject to one or more conditions precedent.
