ServiceMagic 2012 Annual Report Download - page 273

jurisdiction (including any political subdivision thereof) as a result of (i) such Lender or the Administrative Agent
’s being
organized under the laws of or having a principal office in such jurisdiction and, in the case of a Lender, having an applicable
lending office in such jurisdiction or (ii) a present or former connection between such Lender or the Administrative Agent and the
jurisdiction (other than any connection arising solely from such Lender or the Administrative Agent having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under,
engaged in any other transaction pursuant to and/or enforced any Loan Document); (b) any tax in the nature of branch profits taxes
imposed under U.S. law or another other jurisdiction described in clause (a); (c) in the case of a Non-U.S. Lender, United States
federal withholding tax imposed pursuant to laws in effect on the date on which (i) such Non-U.S. Lender becomes a Lender or (ii)
such Non-U.S. Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.14, additional
amounts with respect to such taxes were payable either to such Non-U.S. Lender’s assignor immediately before such Non-U.S.
Lender became a party hereto or to such Non-U.S. Lender immediately before it changed its lending office; (d) any taxes
attributable to a Lender’s failure to comply with 2.14(e) and (e) any United States federal withholding taxes imposed under
FATCA.
“ Fair Market Value ” means, with respect to any asset, as determined by the Borrower, the price (after taking into
account any liabilities relating to such assets) that would be negotiated in an arm’s1length transaction for cash between a willing
seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction.
“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended
or successor version that is substantively comparable and not materially more onerous to comply with), any current or future
regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the current Code
(or any amended or successor version described above).
“ FCPA ” means the United States Foreign Corrupt Practices Act of 1977, as amended.
“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%)
charged to the Administrative Agent on such day on such transactions from three Federal funds brokers of recognized standing
selected by it.
“ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of the
Borrower.
“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the
Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.
“ Foreign Subsidiary ” means any Restricted Subsidiary of the Borrower that is organized under the laws of any
jurisdiction other than the United States, any State thereof or the District of Columbia, and any direct or indirect subsidiary thereof.
-16-