ServiceMagic 2012 Annual Report Download - page 150

S-16
“ Material Domestic Subsidiary ”
means any Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary of
the Issuer, as of the last day of the fiscal quarter of the Issuer 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 Issuer and its Wholly Owned Restricted Subsidiaries
that are Domestic Subsidiaries or 2.50% of the consolidated revenues of the Issuer and its Wholly Owned Restricted Subsidiaries
that are Domestic Subsidiaries; provided that in the event Wholly Owned Restricted Subsidiaries that are Domestic Subsidiaries
that would otherwise not be Material Domestic Subsidiaries shall in the aggregate account for a percentage in excess of 7.50% of
the consolidated assets of the Issuer and its Wholly Owned Restricted Subsidiaries that are Domestic Subsidiaries or 7.50% of the
consolidated revenues of the Issuer and its Wholly Owned Restricted Subsidiaries that are Domestic Subsidiaries as of the end of
and for the most recently completed fiscal quarter, then one or more of such Domestic Subsidiaries designated by the Issuer (or, if
the Issuer shall make no designation, one or more of such Domestic Subsidiaries in descending order based on their respective
contributions to the consolidated assets of the Issuer), shall be included as Material Domestic Subsidiaries to the extent necessary to
eliminate such excess.
“ Moody’s ” means Moody’s Investors Service, Inc. and any successor to its rating agency business.
“ Non-Recourse Debt ” means Indebtedness of an Unrestricted Subsidiary:
(1) as to which neither the Issuer nor any Restricted Subsidiary (a) provides credit support of any kind (including
any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a
guarantor or otherwise, and
(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement
action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other
Indebtedness (other than the Credit Agreement or Notes) of the Issuer or any Restricted Subsidiary to declare a default on
the other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.
“ Non-U.S. Person ” means a Person who is not a U.S. person, as defined in Regulation S.
“ Notes ” means the Initial Notes, the Exchange Notes and any Additional Notes.
“ Notes Custodian ” means the custodian with respect to a Global Note (as appointed by the Depository), or any
successor Person thereto and shall initially be the Trustee.
“ Obligation ” means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses,
damages and other liabilities payable under the documentation governing any Indebtedness.
“ Offering Memorandum ” means the offering memorandum, dated as of December 18, 2012, relating to the
offering of the Notes.
“ Officer ” means any of the following of the Issuer: the Chairman of the Board of Directors, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary.