ServiceMagic 2012 Annual Report Download - page 347

9.02(b) or the first proviso to Section 9.03(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section. Each Lender that sells a participation shall,
acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address
of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations
under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any
portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in
any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that
such disclosure is necessary in connection with a Tax audit or other proceeding or other governmental inquiry to establish that such
commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the parties hereto shall treat each
Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.14 than the
applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant shall
not be entitled to the benefits of Section 2.14 unless such Participant complies with Section 2.14(e) as though it were a Lender.
(d)
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank or other applicable central bank that governs or regulates the activities of such Lender, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.
SECTION 9.06
Survival . All covenants, agreements, representations and warranties made by any Loan Parties
herein, in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this
Agreement or the other Loan Documents shall be considered to have been relied upon by the other parties hereto and shall survive
the execution and delivery of this Agreement and the other Loan Documents and the making of any Loans, regardless of any
investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may
have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder,
and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other
amount payable under this Agreement is outstanding and unpaid and so long as the Revolving Commitments have not expired or
terminated. The provisions of Sections 2.12, 2.13, 2.14 and 9.04 and Article VIII shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination
of the Revolving Commitments, any assignment of rights by or replacement of a Lender or the termination of this Agreement or
any provision hereof.
SECTION 9.07
Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and
by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with
respect to fees payable to
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