ServiceMagic 2012 Annual Report Download - page 287

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a
subsidiary of such Person or (b) the only general partners of which are such Person or one or more subsidiaries of such
Person (or any combination thereof).
“ Subsidiary Guarantee ” means the Subsidiary Guarantee Agreement to be executed and delivered by each
Restricted Subsidiary (other than an Excluded Subsidiary), substantially in the form of Exhibit C.
“ Subsidiary Guarantor ” means each Domestic Subsidiary that is a party to the Subsidiary Guarantee; provided
that no Excluded Subsidiary shall be required to be a Subsidiary Guarantor of any obligations under this Agreement.
“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or
option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt
instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for
payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or
the Restricted Subsidiaries shall be a Swap Agreement.
“ Swingline Exposure ” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at
such time. The Swingline Exposure of any Lender at any time shall be its Revolving Commitment Percentage of the total Swingline
Exposure at such time.
“ Swingline Lender ” means JPMorgan Chase Bank, in its capacity as lender of Swingline Loans hereunder.
“ Swingline Loan ” means a Loan made pursuant to Section 2.19.
“ Syndication Agent ” shall mean Goldman Sachs Bank USA.
“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings
imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“ Test Period ” means the four consecutive fiscal quarter period most recently ended; provided that, prior to the
first date that financial statements shall have been delivered pursuant to Section 5.01, the Test Period in effect shall be the period of
four consecutive fiscal quarters of the Borrower ended September 30, 2012. A Test Period may be designated by reference to the
last day thereof (i.e. the September 30, 2012 Test Period refers to the period of four consecutive fiscal quarters of the Borrower
ended September 30, 2012), and a Test Period shall be deemed to end on the last day thereof.
“ Total Assets ” means, as of any date of determination, the total assets of the Borrower and its Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP, as set forth on the most recent consolidated balance
sheet of the Borrower as of such date (which calculation shall give pro forma effect to any acquisition or Asset Sale by the
Borrower or any of its Restricted Subsidiaries, in each case involving the payment or receipt by the Borrower or any of its
Restricted Subsidiaries of consideration (whether in the form of cash or non-
cash consideration) in excess of $100.0 million that has
occurred since the date of such consolidated balance sheet, as if such acquisition or Asset Sale had occurred on the last day of the
fiscal period covered by such balance sheet).
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