ServiceMagic 2012 Annual Report Download - page 309

(i) Replacement of the Issuing Bank . The Issuing Bank may be replaced at any time by written agreement
among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative
Agent shall notify the Revolving Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall
become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.09(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and
obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references
herein to the term “Issuing Bank” shall be deemed to include such successor and any previous Issuing Bank, or such successor and
all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing
Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement
with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.
(j) Cash Collateralization . If any Event of Default shall occur and be continuing, on the Business Day that the
Borrower receives notice from the Administrative Agent or Revolving Lenders with LC Exposure representing greater than 50% of
the total LC Exposure demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in
Dollars equal to 102% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that (i) amount
payable in respect of any Letter of Credit or LC Disbursement shall be payable in the currency of such Letter of Credit or LC
Disbursement, except that LC Disbursements in an Alternative Currency in respect of which the Borrower’s reimbursement
obligations have been converted in Dollars as provided in paragraph (e) or (l) of this Section and interest accrued thereon shall be
payable in Dollars, and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to the Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower under this Agreement with respect to the Revolving
Facility. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over
such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent
not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time
or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater
than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement with respect to
the Revolving Facility. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business
Days after all Events of Default have been cured or waived.
(k)
Conversion . In the event that the Loans become immediately due and payable on any date pursuant to
Section 7.01, all amounts (i) that the Borrower are at the time or become thereafter required to reimburse or otherwise pay to the
Administrative Agent in respect of LC Disbursements made under any Letter of Credit denominated in an Alternative Currency, (ii)
that the Revolving Lenders are at the time or become thereafter required to pay to the Administrative Agent (and the Administrative
Agent
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