ServiceMagic 2012 Annual Report Download - page 178

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and the application of the proceeds therefrom, the Consolidated Leverage Test would be satisfied (the “ Leverage Ratio Exception
”).
(b)
Notwithstanding the above, each of the following shall be permitted (the “ Permitted Indebtedness ”):
(1)
Indebtedness of the Issuer and any Restricted Subsidiary under Credit Facilities (including the Credit
Agreement) in an aggregate principal amount at any time outstanding not to exceed $400,000,000;
(2)
the Notes (other than Additional Notes) and the related Note Guarantees and the Exchange Notes or
guarantees related thereto;
(3)
Indebtedness of the Issuer and the Restricted Subsidiaries to the extent outstanding on the Issue Date (other
than Indebtedness referred to in clause (1), (2) or (4));
(4) (x) Indebtedness of the Issuer owed to any Restricted Subsidiary or of a Restricted Subsidiary owed to any
other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the
Issuer or any other Restricted Subsidiary; provided , however , that upon any such Indebtedness being owed to any Person other
than the Issuer or a Restricted Subsidiary or any such guarantee being of Indebtedness of any Person other than the Issuer or a
Restricted Subsidiary, as applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred
Indebtedness not permitted by this clause (4);
(5)
Indebtedness in respect of bid, performance, surety bonds or completion bonds issued for the account of the
Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any
Restricted Subsidiary with respect to letters of credit supporting such bid, performance, surety or completion obligations;
(6)
Purchase Money Indebtedness or Capitalized Lease Obligations incurred by the Issuer or any Restricted
Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding the greater of $75
million or 2.0% of Total Assets as of the time of incurrence;
(7)
Indebtedness arising (A) from the honoring by a bank or other financial institution of a check, draft or
similar instrument drawn against insufficient funds in the ordinary course of business; provided , however , that such Indebtedness
is extinguished within five Business Days of incurrence or (B) under any customary cash pooling or cash management agreement
with a bank or other financial institution in the ordinary course of business or (C) pursuant to any treasury transaction in the
ordinary course of business;
(8)
Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of
business;
(9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Leverage Ratio Exception or
clause (2), (3) or (6) above, this clause (9) or clause (11) or (12) below;
(10)
indemnification, adjustment of purchase price, deferred purchase price, contingent consideration or other
compensation or similar obligations, in each case, incurred or assumed in connection with the making of any Permitted Investment
or the acquisition or disposition of any business