ServiceMagic 2012 Annual Report Download - page 368

Secured Parties, and each Guarantor shall remain liable to the Collateral Agent and the Secured Parties for the full amount
guaranteed by such Guarantor hereunder.
2.3 No Subrogation . Notwithstanding any payment made by any Guarantor hereunder or any set-off or
application of funds of any Guarantor by the Collateral Agent or any Secured Party, no Guarantor shall be entitled to be subrogated
to any of the rights of the Collateral Agent or any Secured Party against the Borrower or any other Guarantor or any collateral
security or guarantee or right of offset held by the Collateral Agent or any Secured Party for the payment of the Obligations, nor
shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in
respect of payments made by such Guarantor hereunder, until the Termination Date. If any amount shall be paid to any Guarantor
on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held by such Guarantor in
trust for the Collateral Agent, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor,
be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the
Collateral Agent, if required), to be applied against the Obligations, whether matured or unmatured, in accordance with Section 5.3
of the Pledge Agreement.
2.4 Amendments, etc. with Respect to the Obligations . Each Guarantor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any
Guarantor, any demand for payment of any of the Obligations made by the Collateral Agent may be rescinded by the Collateral
Agent and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or
any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent, and
the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may
be amended, amended and restated, modified, supplemented or terminated, in whole or in part, as the Collateral Agent, the
Administrative Agent, the Required Lenders or the Lenders, as the case may be, may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the Collateral Agent for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released.
2.5 Guarantee Absolute and Unconditional . Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Obligations and notice of or proof of reliance by the Collateral Agent or any Secured Party upon
the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the
one hand, and the Collateral Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have
been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors
with respect to the Obligations (other than any notice required pursuant to the terms of the Credit Agreement). Each Guarantor
understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any
of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from
time to time held by the Collateral Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available to or be asserted by the
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