ServiceMagic 2012 Annual Report Download - page 187

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similar items, except, in each case, pursuant to Investments which are made in accordance with Section 4.07;
(2)
is not party to any agreement, contract, arrangement or understanding with the Issuer or any
Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding comply with Section 4.09;
and
(3)
is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or
indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve the Person’s financial
condition or to cause the Person to achieve any specified levels of operating results, except, in each case, pursuant to
Investments which are made in accordance with Section 4.07.
If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of this Indenture on the date that is 30 days after an Officer of the Issuer has
obtained knowledge of such failure (unless such failure has been cured by such date), and any Indebtedness of the Subsidiary and
any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary at such time and, if the
Indebtedness is not permitted to be incurred under Section 4.06 or the Lien is not permitted under Section 4.10, the Issuer shall be
in default of the applicable covenant.
The Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “ Redesignation ”) only if:
(1)
no Default shall have occurred and be continuing at the time of and after giving effect to such
Redesignation; and
(2) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately
following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all
purposes of this Indenture.
All Designations and Redesignations must be evidenced by an Officer’s Certificate certifying compliance with the foregoing
provisions delivered to the Trustee.
The Issuer shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its
legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 5.01, and the Issuer shall
not be required to preserve any such right, franchise, permit, license or legal existence if the Issuer shall determine in good faith the
preservation thereof is no longer desirable in the conduct of the business of the Issuer.
SECTION 4.14.
[Reserved]
SECTION 4.15.
[Reserved]
SECTION 4.16.
[Reserved]
SECTION 4.17.
[Reserved]
SECTION 4.18. Existence
.