ServiceMagic 2012 Annual Report Download - page 145

S-11
“ Credit Facilities ” means one or more (A) debt facilities (which may be outstanding at the same time and
including, without limitation, the Credit Agreement) or commercial paper facilities, providing for revolving credit loans, term
loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow
from lenders against such receivables) or letters of credit, (B) debt securities (including, without limitation, the Notes), indentures
or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’
acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different
borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated,
replaced or refunded in whole or in part from time to time (including increasing the amount of available borrowings thereunder or
adding Subsidiaries of the Issuer as additional borrowers or guarantors thereunder).
“ Custodian ” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
“ Default ” means (1) any Event of Default or (2) any event, act or condition that, after notice or the passage of
time or both, would be an Event of Default.
“ Definitive Note ” means a certificated Note bearing, if required, the appropriate restricted securities legend set
forth in Section 2.16(e).
“ Depository ” means The Depository Trust Company, its nominees and their respective successors.
“ Designated Noncash Consideration ” means the Fair Market Value of noncash consideration received by the
Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Noncash Consideration
pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received
in connection with a subsequent sale of such Designated Noncash Consideration.
“ Disqualified Equity Interests ”
of any Person means any class of Equity Interests of such Person that, by its terms,
or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the
happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of
the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part,
in each case on or prior to the date that is 91 days after the final maturity date of the Notes; provided , however , that any class of
Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment
of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the
delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for
Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person
satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests;
provided
, further , however , that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions
thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable
or exercisable) the right to require the Issuer to redeem such Equity Interests upon the occurrence of a change in control occurring
prior to the 91st day after the final maturity date of the Notes shall not constitute Disqualified Equity Interests if (1) the change of
control provisions applicable to such Equity Interests are no more favorable to such holders than the provisions of Section 4.20, and
(2) the right to