ServiceMagic 2012 Annual Report Download - page 317

(e) There shall have been delivered to the Administrative Agent an executed Perfection Certificate.
(f) The Administrative Agent shall have received a solvency certificate in the form of Exhibit I, dated the Closing
Date and signed by the chief financial officer of the Borrower.
(g) The Administrative Agent, the Lead Arrangers and the Lenders shall have received all fees and other amounts
due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all
out1of1pocket expenses (including fees of legal counsel to the Administrative Agent, the Lead Arrangers and the Lenders)
required to be reimbursed or paid by the Borrower hereunder.
(h) Since December 31, 2011, there shall have been no event that has had or would reasonably be expected to
have a Material Adverse Effect.
(i) The Administrative Agent shall have received the results of a recent Lien search with respect to each Loan
Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section
6.02 or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent.
(j) The Collateral Agent shall have received the certificates representing the certificated Equity Interests pledged
pursuant to the Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a
duly authorized officer of the pledgor thereof.
(k) Each Uniform Commercial Code financing statement or other filing required by the Pledge Agreement shall
be in proper form for filing.
(l) Each Loan Party shall have provided the documentation and other information requested by the Lenders that is
required by regulatory authorities under applicable “know your customer” and anti-money-
laundering rules and regulations,
including without limitation, the Act, in each case as requested at least three Business Days prior to the Closing Date.
(i)
The Administrative Agent shall have received an executed promissory note payable to the order of each
Lender that requested such promissory note at least one Business Day prior to the Closing Date (or, if requested by such
Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent.
The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and
binding.
SECTION 4.02
Each Credit Event . The obligation of each Lender to make a Loan on the occasion of any
Borrowing (other than a continuation or conversion of an existing Borrowing) and the obligation of the Issuing Bank to issue any
Letter of Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in
all material respects (except to the extent that any such representation and warranty is qualified by materiality or Material
Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) on and as of the
date of such
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