ServiceMagic 2012 Annual Report Download - page 259

“ Agreement ” has the meaning assigned to such term in the preamble to this Credit Agreement.
“ Agreement Currency ” has the meaning assigned to such term in Section 9.14.
“ Alternate Base Rate ” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on
such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the LIBO Rate that would be calculated
as of such day (or, if such day is not a Business Day, as of the next preceding Business Day) in respect of a proposed Eurocurrency
Borrowing in Dollars with a one-month Interest Period plus 1.00%. Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Federal Funds Effective Rate or such LIBO Rate shall be effective from and including the effective date of such
change in the Prime Rate, the Federal Funds Effective Rate or such LIBO Rate, respectively.
“ Alternative Currency ” means Sterling, Yen, Euro, Australian Dollar or Canadian Dollar.
“ Alternative Currency Revolving Sublimit ” means, with respect to all Alternative Currencies, the Dollar Amount
of $100,000,000.
“ Applicable Rate ” means (i) prior to the first Adjustment Date occurring after the Closing Date, 1.50% for
Eurocurrency Loans and 0.50% for ABR Loans and (ii) on and after the first Adjustment Date occurring after the Closing Date, a
percentage determined in accordance with the Pricing Grid.
“ Applicable Time ” means, with respect to any Borrowings and payments in any Alternative Currency the local
time in the place of settlement for such Alternative Currency, as may be reasonably determined by the Administrative Agent to be
necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment and
notified to the relevant parties hereto.
“ Approved Fund ” has the meaning assigned to such term in Section 9.05.
“ Asset Acquisition ” means
(1) an Investment by the Borrower or any Restricted Subsidiary in any other Person if, as a result of such
Investment, such Person shall become a Restricted Subsidiary, or shall be merged with or into the Borrower or any
Restricted Subsidiary, or
(2) the acquisition by the Borrower or any Restricted Subsidiary of all or substantially all of the assets of any
other Person or any division or line of business of any other Person.
“ Asset Sale ” means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by the
Borrower or any Restricted Subsidiary to any Person other than the Borrower or any Restricted Subsidiary (including by means of a
sale and leaseback transaction or a merger or consolidation) (collectively, for purposes of this definition, a “ transfer ”), in one
transaction or a series of related transactions, of any assets of the Borrower or any of its Restricted Subsidiaries other than in the
ordinary course of business. For purposes of this definition, the term “Asset Sale” shall not include:
(1) transfers of cash or Cash Equivalents;
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