ServiceMagic 2012 Annual Report Download - page 370

SECTION 3. THE COLLATERAL AGENT
3.1 Duty of Collateral Agent . Neither the Collateral Agent, any Secured Party nor any of their respective
officers, directors, employees or agents shall be liable for failure to demand or collect upon any guarantee obligation pursuant to
Section 2 or for any delay in doing so or to take any other action whatsoever with regard to guarantee obligations pursuant to
Section 2. The powers conferred on the Collateral Agent Parties hereunder are solely to protect the Collateral Agent’s interests and
shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only
for amounts that they actually receive as a result of the exercise of such powers, and neither it nor any of its Related Parties shall be
responsible to any Guarantor for any act or failure to act hereunder, except as determined by a court of competent jurisdiction in a
final non appealable judgment to have resulted from their own gross negligence, bad faith or willful misconduct. The exculpatory
provisions of Article VIII of the Credit Agreement shall apply to the Collateral Agent and its Related Parties and shall apply to its
activities as provided herein or in any Loan Document.
3.2 Authority of Collateral Agent . Each Guarantor acknowledges that the rights and responsibilities of the
Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by
the Collateral Agent of any option, request, judgment or other right or remedy provided for herein or resulting or arising out of this
Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by this Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the
Guarantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid
authority so to act or refrain from acting, and no Guarantor shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.
SECTION 4. MISCELLANEOUS
4.1 Amendments in Writing . None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except in accordance with Section 9.03 of the Credit Agreement. All such waivers,
amendments, supplements or other modifications must also be agreed to in writing by the Collateral Agent.
4.2 Notices - All communications and notices hereunder shall (except as otherwise expressly permitted herein)
be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the
Borrower or any other Guarantor shall be given to it in care of the Borrower as provided in Section 9.01 of the Credit Agreement.
4.3 No Waiver by Course of Conduct; Cumulative Remedies . The Collateral Agent shall not by any act (except
by a written instrument pursuant to Section 4.1), delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default. No failure to exercise, nor any delay in exercising, on the part of the
Collateral Agent, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any
right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Collateral Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which the Collateral Agent would otherwise have on any future occasion. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by
law.
4.4 Enforcement Expenses; Indemnification . (a) Each Guarantor agrees to pay or reimburse and the Collateral
Agent for all its reasonable out-of-pocket costs and expenses incurred
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