ServiceMagic 2012 Annual Report Download - page 279

for a percentage in excess of 7.50% of the consolidated assets of the Borrower and its Wholly Owned Subsidiaries that are
Domestic Subsidiaries or 7.50% of the consolidated revenues of the Borrower and its Wholly Owned 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 Borrower (or, if the Borrower 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 Borrower), shall be included as
Material Domestic Subsidiaries to the extent necessary to eliminate such excess.
“ Material Indebtedness ” means Indebtedness (other than the Loans), or obligations in respect of a Swap
Agreement, of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding
$50,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any
Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any
netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were
terminated at such time.
“ Material Subsidiary ” means any Restricted Subsidiary of the Borrower, as of the last day of the fiscal quarter of
the Borrower most recently ended for which financial statements have been, or were required to be, delivered pursuant to Section
5.01, that has assets or revenues (including third party revenues but not including intercompany revenues) with a value in excess of
1.0% of the consolidated assets of the Borrower or 1.0% of the consolidated revenues of the Borrower; provided that in the event
Restricted Subsidiaries that would otherwise not be Material Subsidiaries shall in the aggregate account for a percentage in excess
of 7.5% of the consolidated assets of the Borrower or 7.5% of the consolidated revenues of the Borrower as of the end of and for
the most recently completed fiscal quarter for which financial statements have been, or were required to be, delivered pursuant to
Section 5.01, then one or more of such Restricted Subsidiaries designated by the Borrower (or, if the Borrower shall make no
designation, one or more of such Restricted Subsidiaries in descending order based on their respective contributions to the
consolidated assets of the Borrower), shall be included as Material Subsidiaries to the extent necessary to eliminate such excess.
“ Moody’s ” means Moody’s Investors Service, Inc.
“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“ New Collateral Documents ” has the meaning assigned to such term in Section 5.10(b).
“ New Lender ” has the meaning assigned to such term in Section 2.02(c).
“ New Lender Supplement ” has the meaning assigned to such term in Section 2.02(c).
“ Non-Consenting Lender ” has the meaning assigned to such term in Section 2.16(c).
“ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.
“ Non-Loan Party ” means any Restricted Subsidiary other than a Loan Party.
“ Non-U.S. Lender ” has the meaning assigned to such term in Section 2.14.
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