ServiceMagic 2012 Annual Report Download - page 311

(iii) If the Borrower cash collateralizes any portion of such Defaulting Lender’s LC
Exposure pursuant clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender
pursuant to Section 2.09(b) with respect to such Defaulting Lender’s LC Exposure during the period such
Defaulting Lender’s LC Exposure is cash collateralized by the Borrower;
(iv) If LC Exposures of the Non-
Defaulting Lenders are reallocated pursuant to clause
(i) above, then the fees payable to the Revolving Lenders pursuant to Section 2.09(a) and Section 2.09(b) shall be
adjusted to reflect such Non-Defaulting Lenders’ LC Exposure as reallocated; and
(v) If any Defaulting Lender’s LC Exposure is neither cash collateralized nor
reallocated pursuant to clauses (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing
Bank or any Revolving Lender hereunder, all letter of credit fees payable under Section 2.09(b) with respect to
such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash
collateralized and/or reallocated.
(d) So long as such Defaulting Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund
any Swingline Loans and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is
satisfied that the related LC Exposure will be 100% covered by the Available Revolving Commitments of the Non-
Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.18(c)(ii), and the
participating interests in any any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be
allocated among Non-Defaulting Lenders in a manner consistent with Section 2.18(c)(i) (and such Defaulting Lender shall
not participate therein).
The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and
remedies that Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative
Agent or any Lender may have against such Defaulting Lender with respect to any funding default. In the event that the
Administrative Agent, the Borrower and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters
that caused such Lender to be a Defaulting Lender, then the Total Revolving Loans shall be readjusted to reflect the inclusion of
such Lender’s Available Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans
of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause such
outstanding Revolving Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the
Revolving Lenders (including such Lender) in accordance with their applicable percentages, whereupon such Lender will cease to
be a Defaulting Lender and will be a Non1Defaulting Lender and any applicable cash collateral shall be promptly returned to the
Borrower and any LC Exposure of such Lender reallocated pursuant to the requirements above shall be reallocated back to such
Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of
the Borrower while that Lender was a Defaulting Lender; provided that, except to the extent otherwise expressly agreed by the
affected parties, no change hereunder from Defaulting Lender to Non1Defaulting Lender will constitute a waiver or release of any
claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.
SECTION 2.19 Swingline Loans . Subject to the terms and conditions set forth herein, the Swingline Lender
agrees to make Swingline Loans in Dollars to the Borrower from time to time
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