ServiceMagic 2012 Annual Report Download - page 345

obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans at the time owing to it)
with the prior written consent of:
(A)
the Borrower (such consent not to be unreasonably withheld or delayed, except for any competitors of the
Borrower and its Subsidiaries); provided that no consent of the Borrower shall be required for an assignment (x) to a
Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other
assignee (except for any competitor of the Borrower and its Subsidiaries) or (y) prior to the earlier of (i) the completion of
the primary syndication of the Revolving Commitments as notified by to the Borrower by the Lead Arrangers or (ii)
December 31, 2012; provided , further , that the Borrower shall be deemed to have consented to any such assignment
unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having
received notice of the proposed assignment;
(B)
the Administrative Agent (such consent not to be unreasonably withheld), provided that no consent of the
Administrative Agent shall be required for an assignment of any Revolving Commitment or Loan to an assignee that is a
Lender, an Affiliate of a Lender or an Approved Fund; and
(C)
each Issuing Bank and the Swingline Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A)
except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire
remaining amount of the assigning Lender’s Revolving Commitment or Loans of any Class, the amount of the Revolving
Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than
$10,000,000 (or in the case of a Loan in an Alternative Currency, an appropriate corresponding amount as shall be
consented to by the Administrative Agent (such consent not be unreasonable withheld)), unless each of the Borrower and
the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of
Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing;
(B)
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a
proportionate part of all the assigning Lender’s rights and obligations in respect of its Revolving Commitments or
Revolving Loans;
(C)
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and
Assumption, together with a processing and recordation fee of $3,500 (which fee is hereby waived for any assignment to
which J.P. Morgan Chase Bank, N.A. or any of its Affiliates is a party);
(D)
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and
(E)
on the date of such assignment, the assignee of a Revolving Commitment must be able to fund Revolving
Loans in all Alternative Currencies.
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