ServiceMagic 2012 Annual Report Download - page 280

“ Obligations ” means the unpaid principal of and interest on (including interest, fees and expenses accruing after
the maturity of the Loans and interest, fees and expenses accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-
filing or post-petition interest, fees and expenses is allowed in such proceeding) the Loans, the obligations of the Loan Parties to
reimburse the Issuing Bank for demands for payment or drawings under a Letter of Credit, and all other obligations and liabilities
of the Borrower to the Administrative Agent or to any Secured Party, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other
Loan Document, any Specified Swap Agreement, any Cash Management Agreement or any other document made, delivered or
given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise
(including all fees, charges and disbursements of counsel to the Administrative Agent, the Lead Arranger or to any Lender that are
required to be paid by the Borrower pursuant hereto).
“ OFAC ” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.
“ Officer’s Certificate ” means a certificate of a Financial Officer in form and substance reasonably acceptable to
the Administrative Agent.
“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement or
registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement.
“ Outstanding Revolving Credit ”
means, with respect to any Revolving Lender at any time, an amount equal to the
sum of (a) the aggregate then outstanding principal amount of such Revolving Lender’s Revolving Loans, (b) such Revolving
Lender’s LC Exposure and (c) such Revolving Lender’s Swingline Exposure.
“ parent ” has the meaning assigned to such term in the definition of “subsidiary.”
“ Parent Company ” has the meaning assigned to such term in the definition of “Bankruptcy Event.”
“ Pari Passu Indebtedness ”
means Secured Indebtedness of the Borrower (other than the Obligations) so long as (a)
the Obligations are secured equally and ratably with (or better than) such Indebtedness in accordance with an intercreditor
agreement reasonably satisfactory to the Collateral Agent and the Obligations are guaranteed to at least the same extent by any
Restricted Subsidiary that has guaranteed such Indebtedness, (b) such Secured Indebtedness has a final maturity date occurring after
the date that is 90 days after the latest final maturity date applicable to the Loans at the time such Secured Indebtedness is incurred,
(c) such Secured Indebtedness does not have scheduled amortization payments (excluding the final installment thereof) in excess of
1% per annum of the original aggregate outstanding principal amount of such Secured Indebtedness, (d) such Secured Indebtedness
has no financial maintenance covenants of a different type than those in this Agreement, and no financial maintenance covenants
that are more restrictive than those in this Agreement, and (e) such Secured Indebtedness does not have negative covenants and/or
default provisions that are materially more restrictive than those contained in this Agreement (as certified, in the case of this clause
(e), by a Financial Officer pursuant to a certificate reasonably acceptable to the Administrative Agent, which certificate, upon
delivery to the Administrative Agent, shall be conclusive as to compliance with this clause (e)).
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