ServiceMagic 2012 Annual Report Download - page 367

contingent obligations not yet accrued and payable) having been paid in full, all Letters of Credit having been cash collateralized or
otherwise back-stopped (including by “grandfathering” into any future credit facilities) on terms reasonably satisfactory to the
relevant Issuing Bank in its sole discretion, or having expired or having terminated, and the Total Revolving Commitments having
expired or having been terminated.
1.2 Other Definitional Provisions . The rules of construction and other interpretive provisions specified in
Section 1.03 of the Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto.
SECTION 2. GUARANTEE
2.1 Guarantee . (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees,
transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations.
(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of
each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by
such Guarantor under applicable foreign, federal and state bankruptcy, insolvency or receivership laws, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this
guarantee and each Guarantor’s obligations hereunder (after giving effect to the right of contribution established in Section 2.2).
(c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the
liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and
remedies of the Collateral Agent.
(d) The guarantee contained in this Section 2 shall remain in full force and effect until the Termination Date,
notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Obligations.
(e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or
received or collected by the Collateral Agent or any Secured Party from the Borrower, any of the Guarantors, any other guarantor
or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to
time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of
any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in
respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable
for the Obligations up to the maximum liability of such Guarantor hereunder until the Termination Date.
2.2 Right of Contribution
. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more
than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from
and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of
contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit
the obligations and liabilities of any Guarantor to the Collateral Agent and the
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