ServiceMagic 2012 Annual Report Download - page 326

in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be
made within 60 days after the incurrence of the related obligations) in the ordinary course of business and not in connection
with the borrowing of money;
(q)
letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance
obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of
business;
(r) Indebtedness arising (A) from the honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business; provided , however , that such Indebtedness
is extinguished within five Business Days of incurrence or (B) under any customary cash pooling or cash management
agreement with a bank or other financial institution in the ordinary course of business;
(s) Indebtedness representing deferred compensation incurred in the ordinary course of business;
(t) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of
business;
(u) Indebtedness supported by a letter of credit, bank guarantee or similar instrument, in principal amount not in
excess of the stated amount of such letter of credit, bank guarantee or similar instrument;
(v) the disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary
course of business;
(w) Indebtedness of the Borrower consisting of obligations for the payment of letters of credit in commitment
amounts not to exceed $10.0 million in the aggregate at any one time outstanding, excluding any commitment amounts for
letters of credit issued pursuant to Indebtedness incurred under any other clause of this Section 6.01; and
(x) any guarantee by the Borrower or any of its Restricted Subsidiaries, in the ordinary course of business, of
obligations of suppliers, customers, franchisees and licensees of the Borrower or any of its Restricted Subsidiaries;
provided that any Indebtedness in respect of the Liberty Bonds will be deemed incurred pursuant to Section 6.01(e) on the Closing
Date. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not
be deemed to be an incurrence of Indebtedness for purposes of this Section 6.01.
SECTION 6.02
Liens . The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur,
assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Permitted Encumbrances;
(b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary (or any improvements or
accession thereto or proceeds therefrom) existing on the Closing Date
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