ServiceMagic 2012 Annual Report Download - page 260

(2) transfers of assets (including Equity Interests) that are governed by, and made in accordance with, Section
6.03
(3) Restricted Payments permitted under the covenant described under Section 6.05 and Investments not
prohibited by Section 6.11;
(4) the creation of any Lien permitted under this Agreement;
(5) transfers of assets that are (i) damaged, worn out, uneconomic, obsolete or otherwise deemed to be no longer
necessary or useful in the current or anticipated business of the Borrower or its Restricted Subsidiaries or (ii) replaced by
assets of similar suitability and value;
(6) sales or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual
property, and licenses, leases or subleases of other assets, of the Borrower or any Restricted Subsidiary to the extent not
materially interfering with the business of the Borrower and the Restricted Subsidiaries;
(7) any transfer or series of related transfers that, but for this clause, would be Asset Sales, if the aggregate Fair
Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed (i)
$10.0 million for such transaction or any such series of related transactions and (ii) $75.0 million in the aggregate for all
transactions under this clause (7); and
(8) any transfer or series of transfers (other than a Match Disposition or Search Disposition) that, but for this
clause, would be Asset Sales if consummated at a time when, after giving pro forma effect thereto, (x) the Borrower is in
compliance with Section 6.10 and (y) no Default shall have occurred and be continuing or occur as a consequence thereof.
“ Asset Swap ” means any exchange of assets of the Borrower or any Restricted Subsidiary (including Equity
Interests of a Restricted Subsidiary) for assets of another Person (including Equity Interests of a Person whose primary business is a
Related Business) that are intended to be used by the Borrower or any Restricted Subsidiary in a Related Business, including, to the
extent necessary to equalize the value of the assets being exchanged, cash of any party to such asset swap.
“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee
(with the consent of any party whose consent is required by Section 9.05), and accepted by the Administrative Agent, in the form of
Exhibit A or any other form approved by the Administrative Agent.
“ Australian Dollar ” means the lawful currency of Australia.
“ Available Revolving Commitment ” means, as to any Revolving Lender at any time, an amount equal to the
excess, if any, of (a) such Lender’s Revolving Commitment then in effect at such time over (b) such Lender’s Outstanding
Revolving Credit.
“ Bankruptcy Event ” means, with respect to any Lender, such Lender or any other Person as to which such Lender
is a subsidiary (a “ Parent Company ”) (i) is adjudicated as, or determined by any Governmental Authority having regulatory
authority over it or its assets to be, insolvent, (ii) becomes the subject of a bankruptcy or insolvency proceeding, or the
Administrative Agent has given written notice to such Lender and the Borrower of its good faith determination that such Lender or
its Parent Company has
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