ServiceMagic 2012 Annual Report Download - page 276

licenses thereof or pertaining thereto, and all rights to sue at law or in equity for any infringement or other impairment thereof,
including the right to receive all proceeds and damages therefrom.
“ Interest Election Request ” means a request by the Borrower to convert or continue a Borrowing in accordance
with Section 2.05.
“ Interest Payment Date ” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of
each March, June, September and December, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of
more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’
duration after the first day of such Interest Period and (c) with respect to any Swingline Loan, the day that such Loan is required to
be repaid.
“ Interest Period ” means, as to any Eurocurrency Loan, (a) initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such Eurocurrency Loan and ending one week, one month, two months, three
months or six months (or, if available to all Lenders under the Revolving Facility, nine or twelve months) thereafter, as selected by
the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto, and (b) thereafter,
each period commencing on the last day of the next preceding Interest Period applicable to such Eurocurrency Loan and ending one
week, one month, two months, three months or six months (or, if agreed to by all Lenders under the Revolving Facility, nine or
twelve months or such other, shorter period) thereafter, as selected by the Borrower by irrevocable notice to the Administrative
Agent not later than 12:00 noon, New York City time (or in the case of an Alternative Currency, 11:00 a.m., London time), on the
date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the
foregoing provisions relating to Interest Periods are subject to the following:
(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period
shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest
Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business
Day;
(ii) the Borrower may not select an Interest Period for a Revolving Loan that would extend beyond the
Revolving Termination Date; and
(iii) any Interest Period of at least one month’s duration that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of a calendar month.
“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) if by Moody’s and
BBB- (or the equivalent) if by Standard & Poor’s.
“ Investments ” has the meaning assigned to such term in Section 6.11.
“ Issuing Bank ” means JPMorgan Chase Bank, N.A., in its capacity as an issuer of Letters of Credit, and its
successors in such capacity as provided in Section 2.17(i). The Borrower may, with the consent of the Administrative Agent (which
consent shall not be unreasonably withheld), arrange for one or more Letters of Credit to be issued by other Lenders, in which case
the term “Issuing Bank” shall
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