ServiceMagic 2012 Annual Report Download - page 185

S-51
constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (subject to customary
qualifications).
The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise
cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted
Subsidiary to:
(a) pay dividends or make any other distributions on or in respect of its Equity Interests held by the Issuer or a
Restricted Subsidiary;
(b) make loans or advances or pay any Indebtedness or other obligation owed to the Issuer or any Guarantor; or
(c)
transfer any of its assets to the Issuer or any Guarantor;
except for:
(1)
encumbrances or restrictions existing under or by reason of applicable law, regulation or order;
(2)
encumbrances or restrictions existing under this Indenture, the Notes, the Note Guarantees and
Exchange Notes (and any guarantees thereof);
(3)
non-assignment provisions of any contract or any lease entered into in the ordinary course of
business;
(4)
encumbrances or restrictions existing under agreements existing on the Issue Date (including, without
limitation, the Credit Agreement) as in effect on that date;
(5)
encumbrances or restrictions relating to any Lien permitted under this Indenture imposed by the
holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien;
(6)
encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity
Interests of such Restricted Subsidiary, permitted under this Indenture to any Person pending the closing of such sale;
(7) any instrument or agreement governing Acquired Indebtedness, which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the
Person so acquired;
(8)
any other instrument or agreement entered into after the Issue Date that contains encumbrances and
restrictions that, as determined by the Issuer, will not materially adversely affect the Issuer’s ability to make principal or
interest payments on the Notes;
SECTION 4.12. Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries.