ServiceMagic 2012 Annual Report Download - page 321

SECTION 5.05 Maintenance of Properties; Insurance . The Borrower will, and will cause each of its Restricted
Subsidiaries to (a) keep and maintain all property material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, (b) maintain, with financially sound and reputable insurance companies or in accordance with
acceptable self insurance practices, insurance in such amounts and against such risks as are customarily maintained by companies
of similar size engaged in the same or similar businesses operating in the same or similar locations, and (c) and use commercially
reasonable efforts to maintain, prosecute and enforce its material Intellectual Property, in each case except where the failure to do
so would not reasonably be expected to result in a Material Adverse Effect.
SECTION 5.06
Books and Records; Inspection Rights . The Borrower will, and will cause each of its Restricted
Subsidiaries to, keep proper books of record and account in which full, true and correct entries in all material respects are made of
all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Restricted
Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect its properties,
to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and
independent accountants all at such reasonable times and as often as reasonably requested, provided that such visits, inspections,
examinations and discussions shall, so long as no Default or Event of Default has occurred and is continuing, take place no more
often than one time per fiscal year on a date to be determined by, and shall be coordinated by, the Borrower and the Administrative
Agent.
SECTION 5.07
Compliance with Laws . The Borrower will, and will cause each of its Restricted Subsidiaries
to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where
the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 5.08
Use of Proceeds . The proceeds of the Loans will be used only to finance the working capital
needs and general corporate purposes of the Borrower and its Restricted Subsidiaries. No part of the proceeds of any Loan will be
used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including
Regulations T, U and X.
SECTION 5.09
Subsidiary Guarantors and Collateral .
(a) On the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion), each
Restricted Subsidiary (other than an Excluded Subsidiary) will (A) become a party to the Subsidiary Guarantee, (B) become a party
to the Pledge Agreement, (C) pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests)
directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature
whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued
or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary
shall not be required to take any action (including entry into any foreign pledge agreement or similar document) other than those
actions expressly set forth in clause (B) above, clause (D) below and in the next succeeding sentence and (D) deliver to the
Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated
stock powers or other appropriate instruments of transfer executed in blank. The Borrower will use commercially reasonable efforts
to bring the Restricted Subsidiary identified on Schedule 3.01 into good standing as soon as is reasonably practicable and promptly
following such time to (i) deliver to the Collateral Agent (x) a certificate of good standing of such Restricted Subsidiary and (y) an
opinion of
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