ServiceMagic 2012 Annual Report Download - page 322

Wachtell, Lipton, Rosen & Katz (or other counsel reasonably acceptable to the Administrative Agent), addressed to the
Administrative Agent and the Lenders, opining on the good standing of such Restricted Subsidiary and other customary general
corporate and enforceability matters, and, as applicable, in the form previously provided to the Administrative Agent under Section
4.01(b) and (ii) cause such Restricted Subsidiary to sign a reaffirmation of the Pledge Agreement and the Subsidiary Guarantee.
(b) With respect to any Person that becomes a Restricted Subsidiary (other than an Excluded Subsidiary) after the
Closing Date, or any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary after the Closing Date, the Borrower
will, within 30 days thereafter (or such longer period as the Collateral Agent may agree in its sole discretion) (i) cause such
Restricted Subsidiary to (A) become a party to the Subsidiary Guarantee,(B) except during a Collateral Suspension Period, become
a party to the Pledge Agreement or such other Collateral Document as may be reasonably requested by the Collateral Agent, (C)
except during a Collateral Suspension Period, 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, (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 and (E) deliver to the Administrative Agent a certificate of such
Restricted Subsidiary, substantially in the form of Exhibit E, with appropriate insertions and attachments, and (ii) if requested by
the Administrative Agent, deliver to the Administrative Agent one or more legal opinions relating to the matters described above,
which shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
SECTION 5.10
Collateral Suspension Period .
(a)
Notwithstanding anything to the contrary contained in this Agreement, any Loan Document or any other
document executed in connection herewith, if a Collateral Suspension Date occurs (including any subsequent Collateral Suspension
Date after the occurrence of an immediately preceding Collateral Reinstatement Date), then the Borrower shall be entitled to
request the release of any or all of the Liens granted pursuant to the Collateral Documents on the Collateral, and upon delivery to
the Administrative Agent and Collateral Agent of the Officer’s Certificate set forth in clause (iv) of the definition of “Collateral
Suspension Date”, such Liens securing Obligations shall automatically terminate. In connection with the foregoing, the Collateral
Agent shall, within a reasonable period of time following the request and at the sole cost and expense of the Loan Parties, assign,
transfer and deliver to the applicable Loan Parties, without recourse to or warranty by the Collateral Agent except as to the fact that
the Collateral Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released as may be in
possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with
respect to any other Collateral, such documents and instruments (including UCC-3 termination financing statements or releases) as
the Borrower shall reasonably request to evidence such termination and release. During any Collateral Suspension Period, the terms
and conditions of the Collateral Documents, including all covenants and representations and warranties contained therein, shall not
apply to the Loan Parties.Notwithstanding clause (a) above, if after any Collateral Suspension Date (i) either (x) the Borrower’s
corporate credit/family rating subsequently falls below BBB- by S&P or Baa3 by Moody’s or (y) either S&P or Moody’s (or a
successor thereto) ceases to provide a corporate credit/family rating for the Borrower, (ii) any Loan Party incurs a Lien pursuant to
Section 6.02(g) or (iii) the Borrower notifies the Administrative Agent in writing that it has elected to terminate the Collateral
Suspension Period (the occurrence of any event in clause (i) or (ii), a
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