ServiceMagic 2012 Annual Report Download - page 315

SECTION 3.11 Disclosure . To the best of the Borrower’s knowledge, neither the CIM nor any of the other
reports, financial statements, certificates or other written information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished), taken as a whole, contained any material misstatement of fact or omitted to state
any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading as of the date furnished; provided that with respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to be reasonable at the time.
SECTION 3.12
Pledge Agreement . The Pledge Agreement will (to the extent required thereby and except
during the Collateral Suspension Period) create in favor of the Collateral Agent, for the benefit of the Lenders, a security interest in
the Collateral described therein (subject to any limitations specified therein). In the case of the certificated pledged stock
constituting securities described in Section 5.09(a) as of the Closing Date, when stock certificates representing such pledged stock
are delivered to the Collateral Agent (together with a properly completed and signed stock power or endorsement), and in the case
of the other Collateral described in the Pledge Agreement as of the Closing Date, when financing statements specified on Schedule
3.12 in appropriate form are filed in the offices specified on Schedule 3.12, the Collateral Agent shall have a perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in such Collateral (subject to any limitations specified therein) to
the extent perfection of such security interest can be perfected by control of securities or the filing of a financing statement, as
security for the Obligations, in each case prior and superior in right to any other Person (except Permitted Liens).
SECTION 3.13
No Change . Since December 31, 2011, there has been no event that has had or would
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
SECTION 3.14
Subsidiaries . Set forth on Schedule 3.14 is a list of all Subsidiary Guarantors on the Closing
Date, together with the jurisdiction of organization, and ownership and ownership percentages of Equity Interests held by each such
Subsidiary Guarantor in each direct subsidiary of such Subsidiary Guarantor as of the Closing Date.
SECTION 3.15
Solvency . Immediately after the consummation of the Transactions to occur on the Closing
Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds of such Loans, and
after giving effect to the rights of subrogation and contribution under the Subsidiary Guarantee, (a) the fair value of the assets of the
Borrower and its subsidiaries on a consolidated basis will exceed their debts and liabilities, subordinated, contingent or otherwise,
(b) the present fair saleable value of the assets of the Borrower and its subsidiaries on a consolidated basis will be greater than the
amount that will be required to pay the probable liability on their debts and other liabilities, subordinated, contingent or otherwise,
as such debts and other liabilities become absolute and matured, (c) the Borrower and its subsidiaries on a consolidated basis will
be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and
matured and (d) the Borrower and its subsidiaries on a consolidated basis will not have unreasonably small capital with which to
conduct the business in which they are engaged, as such business is now conducted and is proposed to be conducted following the
Closing Date.
SECTION 3.16
No Default . No Default or Event of Default has occurred and is continuing.
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