ServiceMagic 2012 Annual Report Download - page 154

S-20
Liens referred to in the foregoing clauses (15), (17) and (18) and the following clause (29), such Liens do not extend to any
additional assets (other than (A) after-acquired property that is required to be pledged pursuant to the agreement granting
the Lien securing the Indebtedness being Refinanced as in effect on the date the Refinancing Indebtedness is incurred and
(B) proceeds and products thereof);
(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs
duties in connection with the importation of goods and Liens in the ordinary course of business in favor of issuers of
performance and surety bonds or bid bonds or with respect to health, safety and environmental regulations (other than for
borrowed money) or letters of credit or bank guarantees issued to support such bonds or requirements pursuant to the
request of and for the account of such Person in the ordinary course of business ;
(22) Interests of vendors in inventory arising out of such inventory being subject to a “sale or return”
arrangement with such vendor or any consignment by any third party of any inventory;
(23) Liens securing Indebtedness owed by (a) a Restricted Subsidiary to the Issuer or to any other Restricted
Subsidiary that is not a Guarantor or (b) the Issuer to a Guarantor;
(24) Liens securing any obligation under the Liberty Bonds;
(25) Liens in respect of sale and leaseback transactions with respect to assets with a Fair Market Value of not
more than the greater of $25.0 million or 1.0% of Total Assets in the aggregate;
(26) Liens with respect to obligations that do not in the aggregate exceed the greater of $75.0 million or 2.0% of
Total Assets as of the time of incurrence at any one time outstanding;
(27) Liens securing obligations pursuant to cash management agreements and treasury transactions;
(28) Liens arising under any retention of title, hire purchase or conditional sale arrangement or arrangements
having similar effect in respect of goods supplied to the Issuer and its Restricted Subsidiaries in the ordinary course of
trading and on the supplier’s standard or usual terms; and
(29) Liens securing any Indebtedness in an aggregate amount such that after giving pro forma effect to the
incurrence of such Indebtedness secured by such Liens and the application of proceeds therefrom, the Secured Leverage
Ratio is no greater than 2.00 to 1.00.
“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or
unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political
subdivision thereof or other entity of any kind.
“ Plan of Liquidation ” with respect to any Person, means a plan that provides for, contemplates or the effectuation
of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale,
lease, conveyance or other disposition of all or substantially all of the assets of such Person other than as an entirety or substantially
as an entirety; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other