ServiceMagic 2012 Annual Report Download - page 323

“ Collateral Reinstatement Event ”), the Collateral Suspension Period with respect to such Collateral Suspension Date shall
automatically terminate and all Collateral and the Collateral Documents, and all Liens granted or purported to be granted therein,
released pursuant to clause (a) above shall be automatically reinstated on the same terms as of the applicable Collateral
Reinstatement Date (as defined below) and the Loan Parties shall take all actions and execute and deliver all documents including
the delivery of a new pledge agreement and UCC-1 financing statements (collectively, the “ New Collateral Documents ”) and
stock certificates accompanied by stock powers reasonably requested by the Administrative Agent as necessary to create and
perfect the Liens of the Collateral Agent in such Collateral, substantially consistent with the provisions of Section 4.01 of this
Agreement, in form and substance reasonably satisfactory to the Administrative Agent (collectively, the “ Collateral Reinstatement
Requirements ”), within 30 days of such Collateral Reinstatement Event (or such longer period as the Administrative Agent may
agree in its sole discretion) (the first date on which a new pledge agreement is required to be delivered pursuant to the foregoing,
the “ Collateral Reinstatement Date ”). The Collateral Agent is hereby authorized to enter into any New Collateral Documents in
connection with any Collateral Reinstatement Event. Further Assurances. Promptly upon the reasonable request by the
Administrative Agent, or any Lender through the Administrative Agent, the Borrower shall, and shall cause the Subsidiary
Guarantors to (a) correct any material deficit or error that may be discovered in the execution, acknowledgment, filing or
recordation of any Loan Document, and (b) do, executed, acknowledge deliver, record, re-record, file, re-file, register and re-
register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, pr any
Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out the purposes of the
Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party's Equity Interests to the Liens
granted by the Pledge Agreement to the extent required thereunder and (iii) perfect and maintain the validity, effectiveness and
priority of the Pledge Agreement and any of the Liens created thereunder. Notwithstanding the foregoing, neither the Borrower nor
any subsidiary shall be required to comply with the provisions of clauses (b)(ii) or (iii) of this Section 5.11 during any Collateral
Suspension Period.
ARTICLE VI
Negative Covenants
Until the Revolving Commitments have expired or terminated and the principal of and interest on each Loan and
all fees payable hereunder have been paid in full and all Letters of Credit have expired or have been cash collateralized, the
Borrower covenants and agrees with the Lenders that:
SECTION 6.01
Indebtedness . The Borrower will not, and will not permit any Restricted Subsidiary to, create,
incur, assume or permit to exist any Indebtedness, except:
(a) Indebtedness incurred under the Loan Documents;
(b) (i) Pari Passu Indebtedness, so long as after giving pro forma effect to the incurrence of such Pari Passu
Indebtedness and any substantially concurrent use of the proceeds thereof, (x) the Priority and Secured Leverage Ratio as of the last
day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b)
shall be less than or equal to 1.75 to 1.00, (y) no Default shall have occurred and be continuing and (z) the Borrower shall be in
compliance with Section 6.10, in each case on the date of such incurrence and (ii) any Refinancing Indebtedness thereof;
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