ServiceMagic 2012 Annual Report Download - page 310

is at the time or becomes thereafter required to distribute to the Issuing Bank) pursuant to paragraph (e) of this Section in respect of
unreimbursed LC Disbursements made under any Letter of Credit denominated in an Alternative Currency and (iii) of each
Revolving Lender’s participation in any Letter of Credit denominated in an Alternative Currency under which an LC Disbursement
has been made shall, automatically and with no further action required, be converted into the Dollar Amount, calculated using the
Exchange Rate on such date (or in the case of any LC Disbursement made after such date, on the date such LC Disbursement is
made), of such amounts. On and after such conversion, all amounts accruing and owed to the Administrative Agent, the Issuing
Bank or any Revolving Lender in respect of the obligations described in this paragraph shall accrue and be payable in Dollars at the
rates otherwise applicable hereunder.
SECTION 2.18
Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any
Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Fees shall cease to accrue on the Available Revolving Commitment of such Defaulting Lender pursuant to
Section 2.09(a).
(b) The Revolving Commitment and Outstanding Revolving Credit of such Defaulting Lender shall not be
included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent
to any amendment, waiver or other modification pursuant to Section 9.02 or Section 9.03); provided that this Section 2.18
(b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification effecting
(i) an increase or extension of such Defaulting Lender’s Revolving Commitment or (ii) the reduction or excuse of principal
amount of, or interest or fees payable on, such Defaulting Lender’s Loans or the postponement of the scheduled date of
payment of such principal amount, interest or fees to such Defaulting Lender.
(c) If any Letters of Credit exist at the time such Lender becomes a Defaulting Lender then:
(i) Such Defaulting Lender’s LC Exposure shall be reallocated among the Non-
Defaulting Revolving Lenders in accordance with their respective Revolving Commitment Percentages (but
excluding the Revolving Commitments of all the Defaulting Lenders from both the numerator and the
denominator) but only to the extent (x) the sum of all the Outstanding Revolving Credits owed to all Non-
Defaulting Lenders does not exceed the total of all Non-Defaulting Lenders’ Available Revolving Commitments,
(y) the representations and warranties of each Loan Party set forth in the Loan Documents to which it is a party are
true and correct at such time, except to the extent that any such representation and warranty relates to an earlier
date (in which case such representation and warranty shall be true and correct as of such earlier date), and (z) no
Default shall have occurred and be continuing at such time;
(ii) If the reallocation described in clause (i) above cannot, or can only partially, be
effected, the Borrower shall, within two Business Days following notice by the Administrative Agent, cash
collateralize for the benefit of the Issuing Bank such Defaulting Lender’s LC Exposure (after giving effect to any
partial reallocation pursuant to clause (i) above) for so long as any Letters of Credit are outstanding;
-53-