ServiceMagic 2012 Annual Report Download - page 324

(c) (i) Indebtedness of the Borrower or any other subsidiary incurred to finance the acquisition, construction or
improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in
connection with the acquisition of any such assets (provided that such Indebtedness is incurred or assumed prior to or
within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of
such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) in an
aggregate amount under this clause (c) not to exceed the greater of $75.0 million and 2.0% of Total Assets as of the time of
incurrence; provided that (x) no Default shall have occurred and be continuing and (y) the Borrower shall be in compliance
with Section 6.10 and (ii) any Refinancing Indebtedness thereof;
(d) any Indebtedness of any Loan Party that is not secured by any Lien on the assets of the Borrower or of any
Restricted Subsidiary so long as (i) after giving pro forma effect to the incurrence of such Indebtedness and any
substantially concurrent use of the proceeds thereof, (A) no Default shall have occurred and be continuing and (B) the
Borrower shall be in compliance with Section 6.10, and (ii) other than with respect to Indebtedness the aggregate amount of
which shall not exceed $25.0 million, such Indebtedness under this clause (d) has a final maturity date occurring after the
date that is 90 days after the latest final maturity date applicable to the Loans at the time such Indebtedness is incurred and
does not require any mandatory prepayments other than in connection with a Change of Control or with the net cash
proceeds from any Disposition;
(e) (i) Priority Indebtedness so long as after giving pro forma effect to the incurrence of such Priority
Indebtedness and any substantially concurrent use of the proceeds thereof, (x) the aggregate principal amount of Priority
Indebtedness (without duplication) outstanding at the time of such incurrence does not exceed the greater of $280.0 million
and 50.0% of Consolidated EBITDA for the then most recently ended Test Period for which financial statements have been
delivered pursuant to Section 5.01(a) or (b), (y) no Default shall have occurred and be continuing and (z) the Borrower
shall be in compliance with Section 6.10; and (ii) any Refinancing Indebtedness thereof;
(f) Guarantees of any Indebtedness permitted pursuant to this Section 6.01; in each case so long as in the case of
clauses (b) and (d) above and the Senior Notes and any Refinancing Indebtedness thereof, the Loans are guaranteed by such
Restricted Subsidiary to at least the same extent;
(g) Indebtedness related to the Senior Notes and any Refinancing Indebtedness thereof;
(h) (x) Indebtedness of the Borrower owed to any Restricted Subsidiary or of a Restricted Subsidiary owed to any
other Restricted Subsidiary or the Borrower and (y) guarantees by any Restricted Subsidiary or the Borrower of any
Indebtedness of the Borrower or any other Restricted Subsidiary; provided , however , that upon any such Indebtedness
being owed to any Person other than the Borrower or a Restricted Subsidiary or any such guarantee being of Indebtedness
of any Person other than the Borrower or a Restricted Subsidiary, as applicable, the Borrower or such Restricted
Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (h);
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