ServiceMagic 2012 Annual Report Download - page 342

(a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any
departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless
of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.
(b)
Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the
Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Revolving
Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the
rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any
Revolving Commitment, without the written consent of each Lender directly affected thereby, (iv) change Section 2.15 in a manner
that would alter the pro rata distribution or sharing of payments required thereby or any provision requiring the pro rata funding of
Loans, without the written consent of each Lender, (v) release all or substantially all of the Collateral securing the Revolving
Facility without the written consent of each Lender or (v) change any of the provisions of this Section or the definition of “
Required
Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided
further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing
Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the
Swingline Lender.
SECTION 9.03
Waivers; Amendments to Other Loan Documents .
(a)
No failure or delay by the Administrative Agent or any Lender in exercising any right or power under the
Subsidiary Guarantee or the Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders
under the Subsidiary Guarantee and the Pledge Agreement are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of the Subsidiary Guarantee or the Pledge Agreement or consent to any
departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.
(b)
Neither the Subsidiary Guarantee, the Pledge Agreement nor any provision thereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered into by each affected Loan Party and, except in the
case of amendments to the Pledge Agreement described in Section 7.1(b) thereof, the Required Lenders or by the affected Loan
Party and the
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