ServiceMagic 2012 Annual Report Download - page 288

“ Total Percentage ” means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such
Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.
“ Total Revolving Commitments ” means, at any time, the aggregate principal amount of the Revolving
Commitments then in effect.
“ Total Revolving Loans ” means, at any time, the aggregate principal amount of the Revolving Loans of the
Revolving Lenders outstanding at such time.
“ Transactions ” means the execution, delivery and performance by the Borrower of this Agreement, the execution,
delivery and performance by the Loan Parties of the other Loan Documents, the borrowing of Loans and the use of proceeds
thereof.
“ Type ” means, as to any Loan, its nature as an ABR Loan or a Eurocurrency Loan.
“ Unrestricted Subsidiary ” means (a) any subsidiary of the Borrower listed on Schedule 1.01B, (b) any subsidiary
of the Borrower that is designated as an Unrestricted Subsidiary by the Borrower after the Closing Date in a written notice to the
Administrative Agent and (c) any subsidiary of any subsidiary described in clause (a) or (b) above; provided that (i) no Default
shall have occurred and be continuing at the time of or after giving effect to the designation of a subsidiary as an Unrestricted
Subsidiary(a “ Designation ”) and (ii) at the time of and immediately after giving effect to such Designation, the Borrower shall be
in compliance with Section 6.10; provided , further , that no subsidiary shall be designated as an Unrestricted Subsidiary unless (x)
at no time shall any creditor of such subsidiary have any claim (whether pursuant to a Guarantee or otherwise) against the Borrower
or any of its Restricted Subsidiaries in respect of any Indebtedness or other obligation (except for obligations arising by operation
of law, including joint and several liability for taxes, ERISA and similar items) of such subsidiary (collectively, “ Unrestricted
Subsidiary Support Obligations ”), except pursuant to Investments which are made in accordance with Section 6.11; (y) such
subsidiary is not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary
unless the terms of the agreement, contract, arrangement or understanding comply with Section 6.06; and (z) no Investments may
be made in any such subsidiary by the Borrower or any Restricted Subsidiary except to the extent permitted under Section 6.11
other than Section 6.11(e) (it being understood that, if a subsidiary is designated as an Unrestricted Subsidiary after the Closing
Date, the aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the
subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall be subject to the
limits set forth in Section 6.11 (other than Section 6.11(e))). It is understood that Unrestricted Subsidiaries shall be disregarded for
the purposes of any calculation pursuant to this Agreement relating to financial matters with respect to the Borrower.
The Borrower may revoke the designation of a subsidiary as an Unrestricted Subsidiary pursuant to a written notice
to the Administrative Agent so long as, after giving pro forma effect to such revocation, (i) the Consolidated Leverage Ratio shall
be less than or equal to the Consolidated Leverage Ratio then required to be maintained by the Borrower pursuant to Section 6.10
and (ii) no Default shall be in existence. In addition, if any of the requirements specified in the first sentence of this definition
ceases at any time to be complied with as to any Unrestricted Subsidiary, the designation thereof shall automatically be deemed to
be revoked without requirement of any action by any Person on the date on the date that is 30 days after an officer of the Borrower
has obtained knowledge of such failure (unless such failure has been cured by such date). Any revocation described in the
preceding two sentences is
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