ServiceMagic 2012 Annual Report Download - page 293

increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a
portion of such Lender’
s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect
to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations
hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Lender (including each such
Incremental Revolving Lender) will equal such Lender’s Revolving Commitment Percentage and if, on the date of such increase,
there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental
Revolving Commitments either be prepaid from the proceeds of additional Revolving Loans made hereunder or assigned to an
Incremental Revolving Lender (in each case, reflecting such Incremental Revolving Commitments, such that Revolving Loans are
held ratably in accordance with each Lender’s pro rata share, after giving effect to such increase), which prepayment or assignment
shall be accompanied by accrued interest on the Revolving Loans being prepaid. The Administrative Agent and the Lenders hereby
agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement
shall not apply to the transactions effected pursuant to the immediately preceding sentence. If there is a new Revolving Borrowing
on such Incremental Revolving Commitment Closing Date, the Revolving Lenders after giving effect to such Incremental
Revolving Commitments shall make such Revolving Loans in accordance with Section 2.01.
SECTION 2.03
Procedure for Revolving Loan Borrowing .
(a)
To request a Revolving Borrowing on any Business Day, the Borrower shall notify the Administrative Agent
of such request (x) in the case of ABR Loans, by telephone (which notice must be received by the Administrative Agent prior to
11:00 a.m., New York City time on the requested Borrowing Date) or (y) in the case of Eurocurrency Loans, in writing (which
notice must be received by the Administrative Agent prior to 11:00 a.m., London time not less than three Business Days prior to the
requested Borrowing Date). Any telephonic borrowing request shall be irrevocable and shall be confirmed promptly in writing.
Each such telephonic and written borrowing request shall specify the amount, currency and Type of Borrowing to be borrowed and
the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify each relevant
Revolving Lender thereof. For the avoidance of doubt, subject to Section 2.11, each Borrowing shall be comprised entirely of ABR
Loans or Eurodollar Loans as the Borrower may request in accordance herewith and all Revolving Loans made in Alternative
Currencies shall be Eurocurrency Loans.
(b)
If no election as to the Type of Revolving Borrowing is specified for a Revolving Borrowing in Dollars, then
the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested
Eurocurrency Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. If no currency is specified, the requested Borrowing shall be in Dollars. In making any determination of the Dollar
Amount for purposes of calculating the amount of Revolving Loans to be borrowed from the respective Lenders on any date, the
Administrative Agent shall use the relevant Exchange Rate in effect on the date on which the Borrower delivers a borrowing
request for such Revolving Loans pursuant to the provisions of Section 2.03(a).
SECTION 2.04
Funding of Borrowings .
(a)
Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer
of immediately available funds (x) in the case of any Loan denominated in Dollars, by 2:00 p.m. New York City time and (y) in the
case of any Loan denominated in an Alternative
-36-