ServiceMagic 2012 Annual Report Download - page 371

hereunder an indemnify for its actions in connection herewith as provided in Section 9.04 of the Credit Agreement.
(b) The agreements in this Section 4.4 shall survive and remain in full force and effect regardless of the
repayment of the Loans, the expiration or termination of the Total Revolving Commitments, any assignment of rights by or
replacement of a Lender or the termination of this Agreement or any provision hereof.
4.5 Successors and Assigns . This Agreement shall be binding upon the successors and assigns of each
Guarantor and shall inure to the benefit of the Collateral Agent and its successors and assigns; provided that no Guarantor may
assign, transfer or delegate any of its rights or obligations under this Agreement unless permitted under Section 6.03 of the Credit
Agreement and the other Loan Documents.
4.6 Set-Off . If an Event of Default shall have occurred and be continuing, each Secured Party and each of its
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by
such Secured Party or Affiliate to or for the credit or the account of any Guarantor against any of and all the obligations of such
Guarantor now or hereafter existing under this Agreement held by such Secured Party, irrespective of whether or not such Secured
Party shall have made any demand under this Agreement and although such obligations may be unmatured.
4.7 Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts (including by email or telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
4.8 Severability
. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
4.9 Section Headings . The Section headings used in this Agreement are for convenience of reference only and
are not to affect the construction hereof or be taken into consideration in the interpretation hereof.
4.10 Integration . This Agreement and the other Loan Documents represent the agreement of the Guarantors, the
Collateral Agent and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Collateral Agent or any Secured Party relative to subject matter hereof and
thereof not expressly set forth or referred to herein or in the other Loan Documents.
4.11 GOVERNING LAW . THIS AGREEMENT AND ANY CLAIMS, CONTROVERY, DISPUTE OR
CAUSE OF ACTION (WHETHER IN CONTRACT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.
4.12 Submission to Jurisdiction; Waivers . Each Pledgor hereby irrevocably and unconditionally:
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