ServiceMagic 2012 Annual Report Download - page 325

(i) Indebtedness outstanding on the Closing Date and set forth on Schedule 6.01 and any Refinancing
Indebtedness thereof;
(j) (i) Indebtedness of any Person which becomes a Restricted Subsidiary after the Closing Date or is merged
with or into or consolidated or amalgamated with the Borrower or any Restricted Subsidiary after the Closing Date and
Indebtedness expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided
that (A) such Indebtedness existed at the time such Person became a Restricted Subsidiary or of such merger, consolidation,
amalgamation or acquisition and was not created in anticipation thereof and (B) immediately after such Person becomes a
Restricted Subsidiary or such merger, consolidation, amalgamation or acquisition, (x) no Default shall have occurred and
be continuing, (y) the Borrower shall be in compliance with Section 6.10 and (z) the Consolidated Leverage Ratio for the
Borrower and its Restricted Subsidiaries shall be less than or equal to the Consolidated Leverage Ratio for the Borrower
and its Restricted Subsidiaries immediately prior to such merger, consolidation, amalgamation or acquisition and (ii) any
Refinancing Indebtedness of such Indebtedness described in clause (i);
(k) Indebtedness constituting Investments not prohibited under Section 6.11 (other than Section 6.11(g));
(l) Indebtedness in respect of bid, performance, surety bonds or completion bonds issued for the account of the
Borrower or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the
Borrower or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance, surety or
completion obligations;
(m) Indebtedness owed to any officers or employees of the Borrower or any Restricted Subsidiary; provided that
the aggregate principal amount of all such Indebtedness shall not exceed $5,000,000 at any time outstanding;
(n) Indebtedness arising or incurred as a result of or from the adjudication or settlement of any litigation or from
any arbitration or mediation award or settlement, in any case involving the Borrower or any Restricted Subsidiary, provided
that the judgment, award(s) and/or settlements to which such Indebtedness relates would not constitute an Event of Default
under Section 7.01(j);
(o) indemnification, adjustment of purchase price, deferred purchase price, contingent consideration or other
compensation or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of
any business or assets of the Borrower or any Restricted Subsidiary or Equity Interests of a Restricted Subsidiary, other
than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity
Interests for the purpose of financing or in contemplation of any such acquisition; provided
that, in the case of a disposition,
the maximum aggregate liability in respect of all such obligations incurred or assumed in connection with such disposition
outstanding under this clause (o) shall at no time exceed the gross proceeds (including Fair Market Value of noncash
proceeds measured at the time such noncash proceeds are received) actually received by the Borrower and the Restricted
Subsidiaries in connection with such disposition;
(p) unsecured Indebtedness in respect of obligations of the Borrower 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
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