ServiceMagic 2012 Annual Report Download - page 303

Party or with respect to which the Loan Party has paid additional amounts pursuant to this Section 2.14, it shall pay over such
refund to the Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under
this Section 2.14 with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses
(including any Taxes) of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided that the Loan Party agrees to repay the amount paid over to the
Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative
Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental
Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.
SECTION 2.15
Pro Rata Treatment and Payments .
(a)
Each borrowing of Revolving Loans by the Borrower from the Revolving Lenders and any reduction of the
Revolving Commitments of the Revolving Lenders shall be made pro rata according to the respective Revolving Commitments
then held by the Revolving Lenders. Each payment by the Borrower on account of any commitment fee or any letter of credit fee
shall be paid ratably to the Revolving Lenders entitled thereto.
(b)
Each prepayment by the Borrower on account of principal of the Revolving Loans shall be made pro rata
according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders. All
repayments of principal of the Revolving Loans at stated maturity or upon acceleration shall be allocated pro rata according to the
respective outstanding principal amounts of the matured or accelerated Revolving Loans then held by the relevant Revolving
Lenders. All payments of interest in respect of the Revolving Loans shall be allocated pro rata according to the outstanding interest
payable then owed to the relevant Revolving Lenders. Notwithstanding the foregoing, (A) any amount payable to a Defaulting
Lender under this Agreement (whether on account of principal, interest, fees or otherwise but excluding any amount that would
otherwise be payable to such Defaulting Lender pursuant to Section 2.16 and Section 9.05) shall, in lieu of being distributed to such
Defaulting Lender, be retained by the Administrative Agent in a segregated interest-bearing account and, subject to any applicable
Requirements of Law, be applied at such time or times as may be determined by the Administrative Agent: (1) first, to the payment
of any amounts owing by such Defaulting Lender to the Administrative Agent and the Issuing Bank hereunder (including amounts
owed under Section 2.09(b) or 9.04(c)), (2) second, to the funding of any Revolving Loan or LC Disbursement required by this
Agreement, as determined by the Administrative Agent, (3) third, if so determined by the Administrative Agent and Borrower, held
in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (4) fourth, pro rata,
to the payment of any amounts owing to the Borrower or the Lenders as a result of such Defaulting Lender’s breach of its
obligations under this Agreement and (5) fifth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction, and (B) if such payment is a prepayment of the principal amount of Revolving Loans, such payment shall be applied
solely to prepay the Revolving Loans of all Non-Defaulting Lenders pro rata (based on the amounts owing to each) prior to being
applied to the prepayment of any Revolving Loan of any Defaulting Lender.
(c)
All payments (including prepayments) to be made by the Borrower hereunder, whether on account of
principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 2:00 p.m., New York
City time (or as specified in the next sentence in the case
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