ServiceMagic 2012 Annual Report Download - page 272

Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization or in endangered or critical status, within the meaning of
Section 432 of the Code or Section 305 of ERISA.
“ Euro ” and “ EUR ” mean the lawful currency of the Participating Member States introduced in accordance with
EMU Legislation.
“ Eurocurrency ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by reference to the LIBO Rate.
“ Event of Default ” has the meaning assigned to such term in Section 7.01 means the United States Foreign
Corrupt Practices Act of 1977, as amended.
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“ Exchange Rate ” means, on any day, with respect to Dollars in relation to any Alternative Currency, the rate at
which Dollars may be exchanged into such Alternative Currency, as set forth at approximately 11:00 a.m., New York City time, on
such day on the applicable Reuters World Spot Page. In the event that such rate does not appear on the applicable Reuters World
Spot Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange
rates as may be agreed upon by the Administrative Agent and the Borrower or, in the absence of such agreement, the Exchange
Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its
foreign currency exchange operations in respect of such currency are then being conducted, at or about 11:00 a.m., London time, on
such date for the purchase of such Alternative Currency with Dollars, for delivery on such date, in the case where such Alternative
Currency is Sterling, or two Business Days later, in the case of each other Alternative Currency; provided that if at the time of any
such determination, for any reason, no such spot rate is being reasonably quoted, the Administrative Agent, after consultation with
the Borrower, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be
conclusive absent manifest error.
“ Excluded Equity Interests ”
means any Equity Interests (a) of any subsidiary (i) for which the pledge of its Equity
Interests is prohibited by applicable law or by Contractual Obligations existing on the Closing Date (or, in the case of a newly
acquired subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) or for which governmental
(including regulatory) consent, approval, license or authorization would be required or (ii) that is not a Material Subsidiary or (b) of
any Foreign Subsidiary or FSHCO in excess of 65% of each class of outstanding Equity Interests of such Foreign Subsidiary or
FSHCO.
“ Excluded Subsidiary ”
means (a) any subsidiary that is not a Wholly Owned Subsidiary, (b) any subsidiary that is
prohibited by applicable law or by Contractual Obligations existing on the Closing Date (or, in the case of any newly acquired
subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from guaranteeing the Obligations
or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization,
(c) any subsidiary that is not a Material Domestic Subsidiary, (d) any Unrestricted Subsidiary, (e) any FSHCO and (f) any Domestic
Subsidiary that is a direct or indirect subsidiary of a Foreign Subsidiary that is a CFC.
“ Excluded Taxes ” means (a) in the case of each Lender and the Administrative Agent, taxes imposed on its
overall net income, and franchise taxes imposed on it in lieu of net income taxes by a
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