ServiceMagic 2012 Annual Report Download - page 318

Borrowing, except to the extent that any such representation and warranty relates to an earlier date (in which case such
representation and warranty shall have been true and correct in all material respects (except to the extent that any such
representation and warranty is qualified by materiality or Material Adverse Effect, in which case such representation and
warranty shall be true and correct in all respects) as of such earlier date).
(b) At the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall
have occurred and be continuing.
(c) The Administrative Agent or Issuing Bank shall have received a borrowing notice in accordance with Section
2.03 or a Letter of Credit request in accordance with Section 2.17(b), as applicable.
Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower or other applicable Loan Party on the
date thereof as to the matters specified in paragraphs (a) and (b) of this Section.
ARTICLE V
Affirmative Covenants
Until the Revolving Commitments have expired or been terminated and the principal of and interest on each Loan
and all fees payable hereunder shall have been paid in full and all Letters of Credit have expired or been cash collateralized, the
Borrower covenants and agrees with the Lenders that:
SECTION 5.01
Financial Statements; Other Information . The Borrower will furnish to the Administrative
Agent and each Lender:
(a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and
related statements of operations, stockholders’
equity and cash flows as of the end of and for such year, setting forth in each
case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other
independent public accountants of recognized national standing (without a “going concern” or like qualification or
exception and without any qualification or exception as to the scope of such audit except as to the effectiveness of internal
control over financial reporting with respect to any subsidiary acquired during such fiscal year in accordance with
Regulation S-X under the Exchange Act, as interpreted by the implementation guidance of the U.S. Securities Exchange
Commission) to the effect that such consolidated financial statements present fairly in all material respects the financial
position and results of operations of the Borrower and its consolidated subsidiaries on a consolidated basis in accordance
with GAAP consistently applied (except as approved by such accountants and disclosed therein), and a schedule
eliminating Unrestricted Subsidiaries and reconciling to the financial statements;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its
consolidated balance sheet and related statement of operations as of the end of and for such fiscal quarter and the then
elapsed portion of the fiscal year and the statements of stockholders’ equity and cash flows for the then elapsed portion of
the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in
the case of the balance sheet, as of the end of) the previous fiscal year, all certified by
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