ServiceMagic 2012 Annual Report Download - page 184

S-50
(8) ordinary overhead arrangements in which any Subsidiary participates;
(9)
(a) any transaction with an Affiliate where the only consideration paid by the Issuer or any Restricted
Subsidiary is Qualified Equity Interests or (b) the issuance or sale of any Qualified Equity Interests;
(10) any transaction entered into by a Person prior to the time such Person becomes a Restricted
Subsidiary or is merged or consolidated into the Issuer or a Restricted Subsidiary;
(11)
the issuance or sale of any Qualified Equity Interest of the Issuer to any Person; and
(12)
any employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the
ordinary course of business and the transactions pursuant thereto.
The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Lien (other than Permitted Liens) of any nature whatsoever against any assets (including Equity
Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary, whether owned at the Issue Date or thereafter
acquired, which Lien secures Indebtedness or Hedging Obligations unless:
(1) in the case of Liens securing Indebtedness that is Subordinated Indebtedness, the Notes or the Note Guarantee
of such Restricted Subsidiary, if any, are secured by a Lien on such assets that is senior in priority to such Liens; and
(2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally
and ratably with or prior to such Liens;
provided
that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the
same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case
may be.
If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly
Redesignated Restricted Subsidiary) guarantees the Credit Agreement or any Capital Markets Indebtedness of the Issuer or a
Domestic Subsidiary or (b) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such
case, the Issuer shall cause such Restricted Subsidiary to:
(1)
execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the
Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes
and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and
(2)
deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly
authorized, executed and delivered by such Restricted Subsidiary and (b)
SECTION 4.10.
Limitations on Liens
.
SECTION 4.11.
Additional Note Guarantees
.