ServiceMagic 2012 Annual Report Download - page 305

(a) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender
shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.
(b)
If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, or if any Lender is a
Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section
9.05), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written
consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its
Loans and participations in unreimbursed LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees)
or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a
reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.
(c)
If any Lender (such Lender, a “ Non-Consenting Lender ”) has failed to consent to a proposed amendment,
waiver, discharge or termination which pursuant to the terms of Section 9.02 requires the consent of all of the Lenders affected and
with respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right (unless such
Non
-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to
assign its Loans, and its Revolving Commitments hereunder to one or more assignees reasonably acceptable to the Administrative
Agent, provided that: (a) all amounts owing to such Non-Consenting Lender being replaced (other than principal and interest) shall
be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender shall purchase
the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid
interest thereon. In connection with any such assignment the Borrower, Administrative Agent, such Non-Consenting Lender and
the replacement Lender shall otherwise comply with Section 9.05.
(d) Notwithstanding anything herein to the contrary, each party hereto agrees that any assignment pursuant to
the terms of Section 2.16(c) may be effected pursuant to an Assignment and Assumption executed by the Borrower, the
Administrative Agent and the assignee and that the Lender making such assignment need not be a party thereto.
-48-