ServiceMagic 2012 Annual Report Download - page 265

“ Collateral Suspension Date ” means the date on which: (i) no Default or Event of Default exists, (ii) each of the
Borrower’s corporate family rating from Moody’s and corporate credit rating from S&P is an Investment Grade Rating as of such
date, (iii) in the case of any Pari Passu Indebtedness, (x) all Liens securing such Indebtedness shall have been released or (y) to the
extent that any such Liens are not released, the Borrower would be permitted to incur such Indebtedness under Section 6.01(e) (and
thereafter such Indebtedness shall be deemed to be Priority Indebtedness) and (iv) a Financial Officer or other executive officer of
the Borrower delivers an officer’s certificate to the Administrative Agent and the Collateral Agent that (a) certifies to the
satisfaction or concurrent satisfaction of the foregoing and (b) directs the Collateral Agent to release the Collateral securing the
Obligations (including, without limitation, Cash Management Obligations and Specified Swap Agreements) in accordance with the
second sentence under Section 5.10(a).
“ Collateral Suspension Period ”
means each period commencing on the Collateral Suspension Date with respect to
such period and ending on the Collateral Reinstatement Date with respect to such Collateral Suspension Date.
“ Commitment Fee Rate ”
means (a) prior to the first Adjustment Date occurring after the Closing Date, 0.25% and
(b) on and after the first Adjustment Date occurring after the Closing Date, a rate determined in accordance with the Pricing Grid.
“ Consolidated Amortization Expense ” for any Test Period means the amortization expense of the Borrower and
its Restricted Subsidiaries for such Test Period, determined on a consolidated basis in accordance with GAAP.
“ Consolidated Contingent Consideration Fair Value Remeasurement Adjustments ” for any period means the
contingent consideration fair value remeasurement adjustments, of the Borrower and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.
“ Consolidated Depreciation Expense ”
for any Test Period means the depreciation expense of the Borrower and its
Restricted Subsidiaries for such Test Period, determined on a consolidated basis in accordance with GAAP.
“ Consolidated EBITDA ” for any Test Period means, without duplication, the sum of the amounts for such Test
Period of
(1) Consolidated Net Income, plus
(2) in each case only to the extent (and in the same proportion) deducted in determining Consolidated Net
Income,
(a) Consolidated Income Tax Expense,
(b) Consolidated Amortization Expense,
(c) Consolidated Depreciation Expense,
(d) Consolidated Interest Expense,
(e) all non-cash compensation, as reported in the Borrower’s financial statements,
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