ServiceMagic 2012 Annual Report Download - page 278

to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, on (in the case of Eurocurrency Borrowings in Sterling), or
two Business Days prior to (in the case of Eurocurrency Borrowings in Dollars or another Alternative Currency) the
commencement of such Interest Period.
“ Lien ” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, easement,
charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law, including the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset. “Lien” shall not, however, include any interest of a vendor in any inventory of the Borrower or
any of its Restricted Subsidiaries arising out of such inventory being subject to a “sale or return” arrangement with such vendor or
any consignment by any third party of any inventory to the Borrower or any of its Restricted Subsidiaries.
“ Loan Documents ” means the collective reference to this Agreement, the Subsidiary Guarantee, the Collateral
Documents (other than during a Collateral Suspension Period) and any amendments or waivers to any of the foregoing.
“ Loan Parties ” means the collective reference to the Borrower and the Subsidiary Guarantors.
“ Loans ” means the loans made by the Lenders to the Borrower pursuant to this Agreement.
“ Match Disposition ” means the Disposition or distribution by the Borrower or any of its Subsidiaries of (i) any
Equity Interests of Match.com Inc. or any of its subsidiaries as of the Closing Date or any successor thereof, (ii) any assets of the
Match Group outside of the ordinary course of business or (iii) any divisions or lines of business of the Match Group, which
individually or in the aggregate, have a value of more than 20% of the Fair Market Value of the Match Group measured as of the
Closing Date.
“ Match Group ” means Match.com Inc. and its subsidiaries taken as a whole as of the Closing Date.
“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations, property or condition,
financial or otherwise, of the Borrower and its Restricted Subsidiaries taken as a whole that results in a material impairment of the
ability of the Borrower to perform any payment obligations hereunder or (b) the validity or enforceability of this Agreement or the
other Loan Documents or the rights or remedies of the Administrative Agent (including in its capacity as Collateral Agent) or the
Lenders hereunder or thereunder.
“ Material Domestic Subsidiary ” means any Wholly Owned Subsidiary that is a Domestic Subsidiary of the
Borrower, as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements have been or
are required to have been delivered, that has assets or revenues (including third party revenues but not including intercompany
revenues) with a value in excess of 2.50% of the consolidated assets of the Borrower and its Wholly Owned Subsidiaries that are
Domestic Subsidiaries or 2.50% of the consolidated revenues of the Borrower and its Wholly Owned Subsidiaries that are
Domestic Subsidiaries; provided that in the event Wholly Owned Subsidiaries that are Domestic Subsidiaries that would otherwise
not be Material Domestic Subsidiaries shall in the aggregate account
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