ServiceMagic 2012 Annual Report Download - page 330

taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are
by their terms subordinated to the Loans, that are assumed by the transferee of any such assets and for which the Borrower
and all of its Restricted Subsidiaries have been validly released by all creditors in writing,
(ii)
any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary
from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the
extent so converted) within 180 days following the closing of such Asset Sale, and
(iii)
any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such
Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration
received pursuant to this clause (c) that is at that time outstanding, not to exceed an amount equal to the greater of $100
million or 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market
Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to
subsequent changes in value,
shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose; provided, further , the
Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate a Match Disposition or a
Search Disposition.
SECTION 6.05
Restricted Payments . The Borrower will not, and will not permit any of its Restricted
Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, except
(i)
the payment by the Borrower or any Restricted Subsidiary of any dividend or the consummation of any
irrevocable redemption within 60 days after the date of declaration thereof or giving the notice of the redemption, if on the
date of declaration or notice the payment would have complied with the provisions of the Indenture (assuming, in the case
of redemption, the giving of the notice would have been deemed to be a Restricted Payment at such time and such deemed
Restricted Payment would have been permitted at such time);
(ii)
the Borrower may declare or make a Restricted Payment with respect to its Equity Interest payable solely
in Qualified Equity interests or redeem any of its Equity Interests in exchange for, or out of the proceeds of the
substantially concurrent issuance and sale of, Qualified Equity Interests or through accretion or accumulation of such
dividends on such Equity Interests;
(iii)
repurchase, redemption or other acquisition for value by the Borrower of, Equity Interests of the
Borrower held by officers, directors or employees or former officers, directors or employees of the Borrower and any
Restricted Subsidiary (or their transferees, estates or beneficiaries under their estates), upon their death, disability,
retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all
such redemptions shall not exceed $10 million during any twelve consecutive months (with unused amounts in any period
being carried over to succeeding periods); provided , further , that cancellation of Indebtedness owing to the Borrower or
any Restricted Subsidiary from any current or former officer, director or employee (or any permitted transferees thereof) of
the Borrower or any of its Restricted Subsidiaries(or any direct or indirect parent company thereof), in connection with a
repurchase of Equity Interests of the Borrower from such Persons will not be
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