ServiceMagic 2012 Annual Report Download - page 328

(n) normal and customary rights of setoff upon deposits of cash or other Liens originating solely by virtue of any
statutory or common law provision relating to bankers liens, rights of setoff or similar rights in favor of banks or other
depository institutions and not securing any Indebtedness;
(o) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the
course of collection;
(p) Liens solely on any cash earnest money deposits made by the Borrower or any Restricted Subsidiary in
connection with any letter of intent or purchase agreement in respect of any acquisition or other investment by the
Borrower or any Restricted Subsidiary;
(q) Liens securing the Liberty Bonds and any Guarantees thereof;
(r) any extension, renewal or replacement (or successive renewals or replacements) in whole or in part of any
Lien referred to in clause (b), (c), (d), (g), (h), (i) or (q); provided that with respect to (b), (c) and (d), (x) the obligations
secured thereby shall be limited to the obligations secured by the Lien so extended, renewed or replaced (and, to the extent
provided in such clauses, extensions, renewals and replacements thereof) and (y) such Lien shall be limited to all or a part
of the assets that secured the Lien so extended, renewed or replaced;
(s) Liens encumbering deposits made to secure obligations arising from common law, statutory, regulatory,
contractual or warranty requirements of the Borrower or any Restricted Subsidiary, including rights of offset and setoff;
(t) Liens securing Hedging Obligations entered into for bona fide hedging purposes of the Borrower or any
Restricted Subsidiary not for the purpose of speculation;
(u) Liens in favor of a Loan Party;
(v) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs
duties in connection with the importation of goods and Liens in the ordinary course of business in favor of issuers of
performance and surety bonds or bid bonds or with respect to health, safety and environmental regulations (other than for
borrowed money) or letters of credit or bank guarantees issued to support such bonds or requirements pursuant to the
request of and for the account of such Person in the ordinary course of business;
(w) Interests of vendors in inventory arising out of such inventory being subject to a “sale or return” arrangement
with such vendor or any consignment by any third party of any inventory;
(x) Liens securing Indebtedness owed by (a) a Restricted Subsidiary to the Borrower or to any other Restricted
Subsidiary that is a Subsidiary Guarantor or (b) the Borrower to a Subsidiary Guarantor;
(y) Liens securing obligations pursuant to cash management agreements and treasury transactions; and
(z) Liens arising under any retention of title, hire purchase or conditional sale arrangement or arrangements
having similar effect in respect of goods supplied to the Borrower
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