ServiceMagic 2012 Annual Report Download - page 289

referred to herein as a “ Revocation ”. Upon any Revocation, such Unrestricted Subsidiary shall constitute a Restricted Subsidiary
for all purposes of this Agreement and the Borrower shall comply with Section 5.09 if such subsidiary is a Material Domestic
Subsidiary. In the case of any Revocation, if the designation of such subsidiary as an Unrestricted Subsidiary caused the available
basket amount referred to in Section 6.11 (other than Section 6.11(e)) to be utilized by an amount equal to the aggregate Fair
Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the subsidiary so designated
(the amount so utilized, the “ Designation Amount ”), then, effective upon such Revocation, such available basket amount shall be
increased by the lesser of (i) the Designation Amount and (ii) the aggregate Fair Market Value of all outstanding Investments
owned by the Borrower and its Restricted Subsidiaries in such subsidiary at the time of such Revocation.
“ Unrestricted Subsidiary Support Obligations ” has the meaning assigned to such term in the definition of
“Unrestricted Subsidiary”.
“ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section 2.14(e)(ii)(B)(3).
“ Voting Stock ” means the stock of the class or classes pursuant to which the holders thereof have the general
voting power under ordinary circumstances to elect at least a majority of the Board of Directors of the Borrower (irrespective of
whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of
any contingency).
“ Weighted Average Life to Maturity ” when applied to any Indebtedness at any date, means the number of years
obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking
fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by (ii) the
number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment by (b)
the then outstanding principal amount of such Indebtedness.
“ Wholly Owned Subsidiary ” means a subsidiary of which 100% of the Equity Interests (except for directors’
qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than
one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly by the Borrower or
through one or more Wholly Owned Subsidiaries and, solely for the purpose of the definition of “Material Domestic Subsidiary”,
excluding any subsidiary whose sole assets are Equity Interests in one or more subsidiaries that are not Wholly Owned Subsidiaries.
“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal
from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
“ Yen ” and “ ¥ ” mean the lawful currency of Japan.
SECTION 1.02
Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be
classified and referred to by Class ( e.g ., a “Revolving Loan”) or by Type ( e.g ., a “Eurocurrency Loan”) or by Class and Type
( e.g ., a “Eurocurrency Loan”). Borrowings also may be classified and referred to by Class ( e.g ., a “Revolving Borrowing”) or by
Type ( e.g ., a “Eurocurrency Borrowing”) or by Class and Type ( e.g ., a “Eurocurrency Revolving Borrowing”).
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