ServiceMagic 2012 Annual Report Download - page 295

would be required under Section 2.03, if the Borrower were requesting a Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly in writing.
(c)
Each telephonic and written Interest Election Request shall specify (i) the Borrowing to which such Interest
Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to
be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall
be specified for each resulting Borrowing), (ii) the effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day, (iii) in the case of a Borrowing denominated in Dollars, whether the resulting Borrowing is to be an
ABR Borrowing or a Eurocurrency Borrowing, and (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period
to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term
“Interest Period”. If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period,
then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d
Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each
relevant Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e)
If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing
prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of
such Interest Period such Borrowing shall be continued as such for an Interest Period of one month. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing in Dollars may
be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing denominated in
Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) each Eurocurrency
Borrowing in an Alternative Currency shall be continued as such for an Interest Period of not more than one month.
SECTION 2.06
Termination and Reduction of Commitments . The Borrower shall have the right, upon not less
than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to
reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments
shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof,
the Outstanding Revolving Credits would exceed the Total Revolving Commitments. Any such reduction shall be in an amount
equal to an integral multiple of $1,000,000 and not less than $5,000,000 and shall reduce permanently the Revolving Commitments
then in effect.
SECTION 2.07
Repayment of Loans; Evidence of Debt .
(a)
Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the
Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested
by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section
9.05) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).
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