ServiceMagic 2012 Annual Report Download - page 300

costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof.
SECTION 2.13
Break Funding Payments . In the event of (a) the payment of any principal of any Eurocurrency
Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the
conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto or (d) the
assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by
the Borrower pursuant to Section 2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to
be an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the
period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which
would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for deposits in the relevant currency of a comparable amount and period from other banks in the
eurocurrency market (but not less than the available LIBO rate quoted for the LIBO interest period equal to the period from the date
of such event to the last day of the then current Interest Period, or if there is no such LIBO interest period, the lower of the LIBO
rates quoted for the closest LIBO interest periods that are longer and shorter than such period). A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and
shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.
SECTION 2.14
Taxes .
(a)
Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other
Loan Document shall be made free and clear of and without deduction for any Taxes unless required by applicable law; provided
that if any applicable withholding agent shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased by the applicable Loan Party as necessary so that after all required
deductions (including deductions applicable to additional sums payable under this Section) have been made the Administrative
Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been
made, (ii) the applicable withholding agent shall make such deductions and (iii) the applicable withholding agent shall pay the full
amount deducted to the relevant Governmental Authority in accordance with applicable law.
(b)
In addition, without duplication of any obligation set forth in subsection (a), the Borrower shall pay any
Other Taxes to the relevant Governmental Authority in accordance with applicable law.
(c)
Without duplication of any obligation set forth in subsection (a), the Loan Parties shall indemnify the
Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes
paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any
obligation of the Loan Party hereunder or under any other Loan Document or Other Taxes (including Indemnified Taxes or Other
Taxes imposed
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