ServiceMagic 2012 Annual Report Download - page 316

SECTION 3.17 No Unlawful Contributions or Other Payments . No part of the proceeds of the Loans will be
used directly, or to the knowledge of the Borrower, indirectly, for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA.
SECTION 3.18
OFAC . To the knowledge of the Borrower, neither the Borrower nor any of its subsidiaries nor
any of their respective directors or senior officers is on the list of Specially Designated Nationals and Blocked Persons issued by
the Office of Foreign Assets Control of the U.S. Department of the Treasury. To the knowledge of the Borrower, neither the
Borrower nor any of its subsidiaries does business or conducts any transactions with the governments of, or entities within, any
country under economic sanctions administered and enforced by OFAC; provided that no representation is made with respect to
any of the end-user-individuals of the internet services.
ARTICLE IV
Conditions
SECTION 4.01
Closing Date . The obligations of the Lenders to make the initial Loans hereunder shall not
become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent (or its counsel) shall have received (including by telecopy or email transmission)
from each Loan Party party to the relevant Loan Document, a counterpart of such Loan Document signed on behalf of such
Loan Party.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative
Agent and the Lenders as of the Closing Date and dated the Closing Date) of (i) Wachtell, Lipton, Rosen & Katz, counsel
for the Borrower and certain of the Loan Parties and (ii) local counsel in each jurisdiction in which a Loan Party is
organized and the laws of which are not covered by the opinion referred to in (i) above, in each case in form and substance
reasonably satisfactory to the Administrative Agent and its counsel.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or
its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties (other than
the Loan Party identified on Schedule 3.01), the authorization of the Transactions (excluding use of proceeds) and any
other legal matters relating to the Loan Parties, this Agreement or the Transactions (excluding use of proceeds), including a
certificate of each Loan Party substantially in the form of Exhibit E , all in form and substance reasonably satisfactory to
the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Chief
Executive Officer, a Vice President, a Financial Officer of the Borrower or any other executive officer of the Borrower who
has specific knowledge of the Borrower’s financial matters and is satisfactory to the Administrative Agent, confirming that
(a) the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct as of the
Closing Date and (b) as of the Closing Date, no Default has occurred and is continuing.
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