ServiceMagic 2012 Annual Report Download - page 333

exceed the greater of $25,000,000 and 1.0% 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).
SECTION 6.09
Clauses Restricting Subsidiary Distributions . The Borrower will not, and will not permit any of
its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on or in respect of its
Equity Interests held by the Borrower or a Restricted Subsidiary, (b) make loans or advances or pay any Indebtedness or other
obligation owed to the Borrower or any Subsidiary Guarantor or (c) transfer any of its assets to the Borrower or any Subsidiary
Guarantor, except for such encumbrances or restrictions existing under or by reason of:
(i)
any encumbrances or restrictions existing under this Agreement and the other Loan Documents;
(ii)
encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement
that has been entered into in connection with the Disposition of all or substantially all of the capital stock or assets of such
Restricted Subsidiary;
(iii)
encumbrances or restrictions under any agreement governing Capital Lease Obligations secured by Liens
permitted by Section 6.02, so long as such restrictions apply only to the assets subject to such Liens or relating to such
Capital Lease Obligations, as the case may be;
(iv)
encumbrances or restrictions under any agreement listed on Schedule 6.09 as in effect on the Closing
Date;
(v)
encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary
after the Closing Date that existed prior to the time such Person became a Restricted Subsidiary; provided that such
restrictions are not created in contemplation of or in connection with such acquisition;
(vi)
any other instrument or agreement entered into after the Closing Date that contains encumbrances and
restrictions that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make
payments on the Loans;
(vii)
encumbrances or restrictions existing under or by reason of applicable law, regulation or order;
(viii)
non-assignment provisions of any contract or lease entered into in the ordinary course of business;
(ix)
encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity
Interests of such Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale;
(x)
encumbrances or restrictions relating to any Lien permitted under this Agreement imposed by the holder
of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien;
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