ServiceMagic 2012 Annual Report Download - page 264

For purposes of this definition, a Person shall not be deemed to have beneficial ownership of securities subject to a
stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such
agreement.
“ Change in Law ” means (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in
any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or
(c) compliance by any Lender (or, for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender’s
holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the Closing Date; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-
Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (y) Basel III and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall in each
case be deemed to be a “Change in “Law”, regardless of the date enacted, adopted or issued.
“ CIM ” means the Confidential Information Memorandum made available to the Lenders in connection with the
Lender meeting held on December 6, 2012 with respect to the Revolving Facility and this Agreement.
“ Class ”
when used in reference to any Loans or Borrowing, refers to whether such Loans or the Loans comprising
such Borrowing, are Revolving Loans or Swingline Loans.
“ Closing Date ” means the date on which the conditions precedent set forth in Section 4.01 shall have been
satisfied (or waived in accordance with Section 9.02).
“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.
“ Co-Documentation Agents ” means Bank of America, N.A. and BNP Paribas.
“ Collateral ” has the meaning assigned to such term or a similar term in each of the Collateral Documents and
shall include all property pledged or granted (or purported to be pledged or granted) as collateral pursuant to the Pledge Agreement
on the Closing Date or thereafter pursuant to Section 5.09.
“ Collateral Agent ” means JPMorgan Chase Bank, N.A. in its capacity as collateral agent under the Subsidiary
Guarantee and the Collateral Documents for the Secured Parties.
“ Collateral Documents ” means the Pledge Agreement and each other security document, mortgage, pledge
agreement or collateral agreement executed and delivered in connection with this Agreement and/or the other Loan Documents to
grant a security interest in any property as collateral to secure the Obligations.
“ Collateral Reinstatement Date ” has the meaning assigned to such term in Section 5.10(b).
“ Collateral Reinstatement Event ” has the meaning assigned to such term in Section 5.10(b).
“ Collateral Reinstatement Requirements ” has the meaning assigned to such term in Section 5.10(b).
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