ServiceMagic 2012 Annual Report Download - page 180

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(21) unsecured Indebtedness in respect of obligations of the Issuer or any of its Restricted Subsidiaries to pay the
deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such
obligations are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all
such payments be made within 60 days after the incurrence of the related obligations) in the ordinary course of business and not in
connection with the borrowing of money; and
(22) reimbursement obligations with respect to letters of credit, bank guarantees, warehouse receipts or similar
instruments issued in the ordinary course of business, and Indebtedness of the Issuer in respect of letters of credit issued by the
Issuer for its own account or for the account of any of its Restricted Subsidiaries.
For purposes of determining compliance with this Section 4.06, in the event that an item of Indebtedness meets the
criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (22) above or is entitled to be
incurred pursuant to the Leverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of Indebtedness and
may divide, classify and later reclassify such Indebtedness in more than one of the types of Indebtedness described above
( provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness
outstanding under the Credit Agreement and the Notes issued on the Issue Date (and any Exchange Notes and guarantees thereof)
shall be deemed to have been incurred under clauses (1) and (2), respectively, above. In addition, for purposes of determining any
particular amount of Indebtedness under this Section 4.06, guarantees, Liens or letter of credit obligations supporting Indebtedness
otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could
have incurred such Indebtedness.
For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of
Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated
based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first
committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if
such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause
the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on
the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the
Indebtedness represented by such guarantees, Liens or letter of credit obligations was incurred in compliance with this Section 4.06.
Accrual of interest, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of
interest in the form of additional Indebtedness of the same class will not be deemed to be an incurrence of Indebtedness for
purposes of this covenant.
The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted
Payment unless at the time of such Restricted Payment:
(1)
no Default shall have occurred and be continuing or shall occur as a consequence thereof; and
(2)
after making such Restricted Payment the Consolidated Leverage Test would be satisfied.
SECTION 4.07. Limitations on Restricted Payments
.