ServiceMagic 2012 Annual Report Download - page 137

S-3
(2) transfers of assets (including Equity Interests) that are governed by, and made in accordance with, Section
5.01;
(3) Permitted Investments and Restricted Payments permitted under Section 4.07;
(4) the creation of any Lien permitted under this Indenture;
(5) transfers of assets that are (i) damaged, worn-out, uneconomic, obsolete or otherwise deemed to be no longer
necessary or useful in the current or anticipated business of the Issuer or its Restricted Subsidiaries or (ii) replaced by assets
of similar suitability and value;
(6) sales or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual
property, and licenses, leases or subleases of other assets, of the Issuer or any Restricted Subsidiary to the extent not
materially interfering with the business of Issuer and the Restricted Subsidiaries;
(7) any transfer or series of related transfers that, but for this clause, would be Asset Sales, if the aggregate Fair
Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $35.0
million;
(8) sale and leaseback transactions with respect to property with an aggregate Fair Market Value not to exceed
the greater of $25.0 million and 1.0% of Total Assets; and
(9) any transfer or series of transfers that, but for this clause, would be Asset Sales if consummated at a time
when, after giving pro forma effect thereto, (x)(i) the Consolidated Leverage Ratio is less than or equal to 3.00 to 1.00 or
(ii) the Consolidated Leverage Ratio immediately following such transfer or series of transfers is less than or equal to the
Consolidated Leverage Ratio of the Issuer immediately prior to such transfer or series of transfers, and (y) no Default shall
have occurred and be continuing or occur as a consequence thereof.
“ Asset Swap ” means any exchange of assets of the Issuer or any Restricted Subsidiary (including Equity Interests
of a Restricted Subsidiary) for assets of another Person (including Equity Interests of a Person whose primary business is a Related
Business) that are intended to be used by the Issuer or any Restricted Subsidiary in a Related Business, including, to the extent
necessary to equalize the value of the assets being exchanged, cash of any party to such asset swap.
“ Bankruptcy Law ” means Title 11 of the United States Code, as amended, or any similar federal or state law for
the relief of debtors.
“ Below Investment Grade Rating Event ” means the Notes are rated below an Investment Grade Rating by each of
the Rating Agencies on the date of the first public notice of an arrangement that would result in a Change of Control and ending at
the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be
extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating
Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating
shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below
Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event hereunder) if the Rating
Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or
inform the Holders of Notes in writing at their request that the reduction was the result, in whole or in part, of