ServiceMagic 2012 Annual Report Download - page 379

EXHIBIT E
FORM OF
SECRETARY CERTIFICATE
Pursuant to Section 4.01(c) of the Credit Agreement, dated as of December 21, 2012 (the “ Credit Agreement ”;
terms defined therein being used herein as therein defined), among IAC/InterActiveCorp, a Delaware corporation (the “ Borrower
”), the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and certain other parties, the
undersigned [INSERT TITLE OF OFFICER] of [INSERT NAME OF CREDIT PARTY] (the “ Certifying Credit Party ”) hereby
certifies as follows on behalf of the Certifying Credit Party:
1. ____________________ is the duly elected and qualified [Title] of the Certifying Credit Party and the
signature set forth for such officer below is such officer’s true and genuine signature.
2. The Certifying Credit Party is a [corporation][limited liability company] duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization.
3. Attached hereto as Annex 1 is a true and complete copy of resolutions duly adopted by the [______________]
of the Certifying Credit Party on _____________; such resolutions have not in any way been amended, modified, revoked or
rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and
effect and are the only corporate proceedings of the Certifying Credit Party now in force relating to or affecting the matters referred
to therein.
4. Attached hereto as Annex 2 is a true and complete copy of the [By-Laws][Operating Agreement] of the
Certifying Credit Party as in effect on the date hereof.
5. Attached hereto as Annex 3 is a true and complete copy of the [Certificate of Incorporation][Certificate of
Formation] of the Certifying Credit Party as in effect on the date hereof.
6. Attached hereto as Annex 4 is a good standing certificate for the Certifying Credit Party issued by the
jurisdiction of its organization as of the date noted on such certificate.
7. Attached hereto as Annex 5
is a list of duly elected and qualified officers of the Certifying Credit Party holding
the offices indicated next to their respective names and the signatures appearing opposite their respective names are the true and
genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver on behalf of the Certifying
Credit Party each of the Loan Documents to which it is a party and any certificate or other document to be delivered by the
Certifying Loan Party pursuant to the Loan Documents to which it is a party:
[Signature page follows.]
E-1