ServiceMagic 2012 Annual Report Download - page 179

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or assets of the Issuer or any Restricted Subsidiary or Equity Interests of a Restricted Subsidiary, other than guarantees of
Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of
financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in
respect of all such obligations incurred or assumed in connection with such disposition outstanding under this clause (10) shall at no
time exceed the gross proceeds (including Fair Market Value of noncash proceeds measured at the time such noncash proceeds are
received) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;
(11) Indebtedness of Subsidiaries that are not Guarantors if, after giving effect to such incurrence and the
application of the proceeds thereof, the aggregate principal amount of such indebtedness at any time outstanding and Refinancing
Indebtedness thereof does not exceed the greater of $75 million or 2.0% of Total Assets as of the time of incurrence (less the
amount of any Indebtedness secured by a Lien permitted under clause (25) of the definition of “Permitted Liens” which
Indebtedness is not incurred pursuant to this clause (11));
(12) Acquired Indebtedness; provided that the Issuer would be permitted to incur an additional $1.00 of Indebtedness
under the Consolidated Leverage Test or the Consolidated Leverage Ratio for the Issuer and its Restricted Subsidiaries, calculated
after giving effect to such incurrence and on a pro forma basis, would be less than or equal to the Consolidated Leverage Ratio for
the Issuer and its Restricted Subsidiaries immediately prior to such transaction;
(13) Guarantees by the Issuer or any Restricted Subsidiary of any Indebtedness permitted pursuant to clauses (1) to (12)
above and clauses (14) and (22) below;
(14) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed at any time
outstanding the greater of $200.0 million or 5.0% of Total Assets as of the time of incurrence;
(15) Indebtedness representing deferred compensation incurred in the ordinary course of business;
(16) Indebtedness supported by a letter of credit, bank guarantee or similar instrument, in principal amount not in excess
of the stated amount of such letter of credit, bank guarantee or similar instrument;
(17) Any Indebtedness in respect of sale and leaseback transactions in an aggregate amount at any time outstanding not
to exceed the greater of $25.0 million and 1.0% of Total Assets.
(18) the disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course
of business;
(19) Indebtedness of the Issuer consisting of obligations for the payment of letters of credit in commitment amounts not
to exceed $10.0 million in the aggregate at any one time outstanding, excluding commitment amounts for any letters of credit
issued pursuant to the Credit Facilities;
(20) any guarantee by the Issuer or any of its Restricted Subsidiaries, in the ordinary course of business, of obligations of
suppliers, customers, franchisees and licensees of the Issuer or any of its Restricted Subsidiaries;