ServiceMagic 2012 Annual Report Download - page 304

of Loans in an Alternative Currency), on the date when due. Except as otherwise expressly provided herein, all payments by the
Borrower hereunder with respect to principal and interest on Loans in an Alternative Currency shall be made on the dates specified
herein for the pro rata account of the relevant Lenders to which such payment is owed, in such Alternative Currency and in
immediately available funds not later than the Applicable Time specified by the Administrative Agent to the Borrower by the same
time at least one Business Day prior to the date when due. All payments received by the Administrative Agent (i) after 2:00 p.m.,
New York City time, in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in
the case of payments in an Alternative Currency, may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating interest and fees thereon. All such payments shall be
made to the Administrative Agent at its offices at 500 Stanton Christiana Road, Ops Building 2, 3
rd
Floor, Newark, Delaware
except that payments pursuant to Sections 2.12, 2.13, 2.14 and 9.04 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received. If any
payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day. In the case of any extension of any payment of principal, interest thereon shall be payable at the then
applicable rate during such extension.
(d)
If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all
amounts of principal, interest and fees then due hereunder, such funds shall be applied (subject to the rights of the Administrative
Agent to hold and apply amounts to be paid to a Defaulting Lender in accordance with Section 2.15(b)) (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal then due to such parties. To the extent necessary, the Administrative Agent
shall enter into foreign currency exchange transactions on customary terms to effect any such ratable payment and the payments
made by the Administrative Agent following such transactions shall be deemed to be payments made by or on behalf of the
Borrower hereunder.
(e)
If any Lender shall, by exercising any right of set1off or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in
such Lender receiving payment of a greater proportion of the aggregate principal amount of its Loans and participations in LC
Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC
Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to
any payment made by the Borrower or any other Loan Party pursuant to and in accordance with the express terms of this
Agreement and the other Loan Documents or any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans to any assignee or participant.
SECTION 2.16
Mitigation Obligations; Replacement of Lenders .
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