ServiceMagic 2012 Annual Report Download - page 261

taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or (iii) has had
a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the
reorganization or liquidation of its business appointed for it, 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 taken any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any such appointment; provided that a Bankruptcy Event shall not result
solely by virtue of any control of or ownership interest in, or the acquisition of any control of or ownership interest in, such Lender
or its Parent Company by a Governmental Authority as long as such control or ownership interest does not result in or provide such
Lender or its Parent Company with immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Lender or its Parent Company (or such Governmental Authority) to
reject, repudiate, disavow or disaffirm such Lender’s obligations under this Agreement.
“ Basel III ” means, collectively, those certain agreements on capital requirements, leverage ratios and liquidity
standards contained in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” “Basel III:
International Framework for Liquidity Risk Measurement, Standards and Monitoring,” and “Guidance for National Authorities
Operating the Countercyclical Capital Buffer,” each as published by the Basel Committee on Banking Supervision in December
2010 (as revised from time to time), and as implemented by a Lender’s primary U.S. federal banking regulatory authority or
primary non-U.S. financial regulatory authority, as applicable.
“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.
“ Board of Directors ” means the Board of Directors of the Borrower or, other than for the purposes of the
definition of “Change of Control”, any committee thereof duly authorized to act on behalf of such Board of Directors.
“ Borrower ” means IAC/InterActiveCorp, a Delaware corporation.
“ Borrowing ” means a group of Loans of the same Type, made, converted or continued on the same date and, in
the case of Eurocurrency Loans, as to which a single Interest Period is in effect.
“ Borrowing Date ” means any Business Day specified by the Borrower as a date on which the Borrower requests
the relevant Lenders to make Loans hereunder.
“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New
York City are authorized or required by law to remain closed; provided that when used in connection with (a) a Eurocurrency Loan
denominated in Dollars, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar
deposits in the London interbank market, (b) any Borrowings or LC Disbursements that are the subject of a borrowing, drawing,
payment, reimbursement or rate selection denominated in Euro, the term “Business Day” shall also exclude any day on which the
Trans-European Real-
time Gross Settlement Operating System (or any successor operating system) is not open for the settlement of
payments in Euro and (c) a Eurocurrency Loan denominated in an Alternative Currency, the term “Business Day” shall also
exclude any day on which banks are not open for dealings in such Alternative Currency deposits in the interbank market in the
principal financial center of the country whose lawful currency is such Alternative Currency.
“ Canadian Dollar ” means the lawful currency of Canada.
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