ServiceMagic 2012 Annual Report Download - page 329

and its Restricted Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual terms.
provided that, at any time other than during a Collateral Suspension Period, no voluntary Lien shall be created, incurred, assumed
or permitted to exist on any Equity Interests of any Restricted Subsidiary required to be pledged to secure the Obligations hereunder
other than (i) Permitted Encumbrances described in clauses (a), (b) and (e) of the definition of “Permitted Encumbrances,” (ii)
Liens securing the Obligations and (iii) Liens securing Pari Passu Indebtedness or Priority Indebtedness (and Liens securing
Guarantees thereof permitted by Section 6.01(f)).
SECTION 6.03
Fundamental Changes
. The Borrower will not, and will not permit any Restricted Subsidiary to,
merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of (in
one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any
of its Restricted Subsidiaries(in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the
time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i)
any Person may merge or be consolidated with or into the Borrower in a transaction in which the
Borrower is the continuing or surviving Person;
(ii)
any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in
a transaction in which the surviving entity is a Restricted Subsidiary; provided that, if such Person is a Subsidiary
Guarantor, the surviving entity is the Borrower or a Subsidiary Guarantor;
(iii)
any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05
and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may
Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary;
and
(v)
any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders.
SECTION 6.04
Disposition of Property . The Borrower will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the
use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as
the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii)
in the case of an Asset Sale other than an Asset Swap, at least 75% of the consideration therefor received by the Borrower or such
Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:
(i)
any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or
in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would
have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such
incurrence or accrual had
-72-