ServiceMagic 2012 Annual Report Download - page 306

SECTION 2.17 Letters of Credit .
(a)
General . Subject to the terms and conditions set forth herein, the Borrower may request that standby letters
of credit denominated in Dollars or an Alternative Currency be issued under this Agreement for its own account or the account of
any Restricted Subsidiary, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from
time to time during the Revolving Commitment Period. In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower
to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.
(b)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a
Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or
telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the
Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or
extension, but in any event no later than two Business Days prior to such date unless otherwise agreed by the Issuing Bank and the
Administrative Agent) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the
date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency of
such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit
application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if, after giving effect to such issuance, amendment, renewal or extension (i) the LC
Exposure shall not exceed $25,000,000, and (ii) the Dollar Amount of the total Outstanding Revolving Credits shall not exceed the
Total Revolving Commitments.
(c)
Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the
date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year
after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Termination Date.
(d)
Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the
amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby
grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter
of Credit equal to such Revolving Lender’s Revolving Commitment Percentage of the aggregate amount available to be drawn
under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’
s Revolving
Commitment Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due
as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any
reason. Such payment by the Lenders shall be made (i) if the currency of the applicable LC Disbursement or reimbursement
payment shall be Dollars, then in the currency of such LC Disbursement and (ii) subject to clause (l) of this Section, if the currency
of the applicable LC Disbursement or reimbursement payment shall be an Alternative Currency, in Dollars in an amount equal to
the Dollar Amount of such LC Disbursement or reimbursement payment, calculated by the Administrative Agent using the
Exchange
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