ServiceMagic 2012 Annual Report Download - page 395

EXHIBIT I
FORM OF SOLVENCY CERTIFICATE
I, the undersigned, the chief financial officer of IAC/INTERACTIVECORP, a Delaware corporation (the “
Borrower ”), DO HEREBY CERTIFY on behalf of the Borrower that:
1.
This Certificate is furnished pursuant to Section 4.01(f) of the Credit Agreement, (as in effect on
the date of this Certificate) (the capitalized terms defined therein being used herein as therein defined) dated as of December 21,
2012, among the Borrower, the Lenders party thereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative
agent and collateral agent (in such capacities, “ Administrative Agent ”) for the Lenders, and the other parties thereto (as amended,
amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”).
2.
Immediately after the consummation of the Transactions to occur on the Closing Date, including
the making of each Loan to be made on the Closing Date and the application of the proceeds of such Loans, and after giving effect
to the rights of subrogation and contribution under the Subsidiary Guarantee, (a) the fair value of the assets of the Borrower and its
Subsidiaries on a consolidated basis will exceed their debts and liabilities, subordinated, contingent or otherwise, (b) the present fair
saleable value of the assets of the Borrower and its subsidiaries on a consolidated basis will be greater than the amount that will be
required to pay the probable liability on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured, (c) the Borrower and its subsidiaries on a consolidated basis will be able to pay their
debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) the
Borrower and its subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the business in
which they are engaged, as such business is now conducted and is proposed to be conducted following the Closing Date.
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