ServiceMagic 2012 Annual Report Download - page 186

S-52
(9) customary provisions in partnership agreements, limited liability company organizational governance
documents, joint venture agreements, shareholder agreements and other similar agreements;
(10)
Purchase Money Indebtedness or Capitalized Lease Obligations incurred in compliance with
Section 4.06 that impose restrictions of the nature described in clause (c) above on the assets acquired;
(11)
encumbrances or restrictions on cash or other deposits or net worth imposed by suppliers, customers
or landlords under contracts entered into in the ordinary course of business;
(12) with respect to clause (c) only, any encumbrance or restriction consisting of customary
nonassignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar
to any of the foregoing to the extent such provisions restrict the transfer of the property subject to such leases, licenses, joint
venture agreements or similar agreements;
(13)
with respect to clause (c) only, any encumbrance or restriction contained in security agreements or
mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the
transfer of the property subject to such security agreements or mortgages; and
(14)
any encumbrances or restrictions imposed by any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings of the contracts, agreements, instruments or
obligations referred to in clauses (1) through (13) above; provided that, as determined by the Issuer, such amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (a) are not
materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings or (b) as determined
by the Issuer, will not materially adversely affect the Issuer’s ability to make principal or interest payments on the Notes.
SECTION 4.13.
Limitations on Designation of Unrestricted Subsidiaries .
At any time prior to a Suspension Event (or after the Reversion Date with respect thereto), the Issuer may designate
any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer as an “Unrestricted Subsidiary” under this
Indenture (a “ Designation ”) only if:
(1)
no Default shall have occurred and be continuing at the time of or after giving effect to such
Designation; and
(2)
at the time of and immediately after giving effect to such Designation, the Consolidated Leverage
Test would be satisfied.
No Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such Subsidiary:
(1)
has no Indebtedness other than Non-Recourse Debt and other obligations arising by operation
of law, including joint and several liability for taxes, ERISA obligations and