ServiceMagic 2012 Annual Report Download - page 284

“ Qualified Equity Interests ” of any Person means Equity Interests of such Person other than Disqualified Equity
Interests. Unless otherwise specified, Qualified Equity Interests refer to Qualified Equity Interests of the Borrower.
“ refinance ” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, or to issue
other Indebtedness in exchange or replacement for, such Indebtedness.
“ Refinanced Indebtedness ” has the meaning assigned to such term in the definition of “Refinancing
Indebtedness.”
“ Refinancing Indebtedness ” means Indebtedness of the Borrower or a Restricted Subsidiary incurred in exchange
for, or the proceeds of which are used to redeem or refinance in whole or in part, any Indebtedness of the Borrower or any
Restricted Subsidiary (the “ Refinanced Indebtedness ”); provided that:
(a) the principal amount (and accreted value, in the case of Indebtedness issued at a discount) of the Refinancing
Indebtedness does not exceed the principal amount (and accreted value, as the case may be) of the Refinanced Indebtedness
plus the amount of accrued and unpaid interest on the Refinanced Indebtedness, any premium paid to the holders of the
Refinanced Indebtedness and expenses incurred in connection with the incurrence of the Refinancing Indebtedness;
(b) the obligor of Refinancing Indebtedness does not include any Person (other than the Borrower or any
Restricted Subsidiary) that is not an obligor of the Refinanced Indebtedness;
(c) if the Refinanced Indebtedness was subordinated in right of payment to the Loans or the Subsidiary
Guarantee, as the case may be, then such Refinancing Indebtedness, by its terms, is subordinate in right of payment to the
Loans or the Subsidiary Guarantee, as the case may be, at least to the same extent as the Refinanced Indebtedness;
(d) the Refinancing Indebtedness has a final stated maturity either (a) no earlier than the Refinanced Indebtedness
being redeemed or refinanced or (b) after the date that is90 days after the last maturity date applicable to the Loans at the
time the Refinancing Indebtedness is incurred; and
(e) the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the last maturity
date applicable to the Loans at the time the Refinancing Indebtedness is incurred has a Weighted Average Life to Maturity
at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity
of the portion of the Refinanced Indebtedness being redeemed or refinanced that is scheduled to mature on or prior to the
last maturity date applicable to the Loans at the time the Refinancing Indebtedness is incurred (provided that Refinancing
Indebtedness in respect of Refinanced Indebtedness that has no amortization may provide for amortization installments,
sinking fund payments, senior maturity dates or other required payments of principal of up to 1% of the aggregate principal
amount per annum).
“ Register ” has the meaning assigned to such term in Section 9.05(b)(iv).
“ Related Business ” means any business in which the Borrower or any Restricted Subsidiary was engaged on the
Closing Date or any reasonable extension of such business and any
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