ServiceMagic 2012 Annual Report Download - page 294

Currency, by 12:00 noon local time in the place of settlement for such Alternative Currency, in each case to the account of the
Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided
that Swingline Loans shall
be made as provided in Section 2.19. The Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New
York City or to any other account as shall have been designated by the Borrower in writing to the Administrative Agent in the
applicable borrowing request. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of
the Borrower to repay such Loan in accordance with the terms.
(b)
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any
Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of
this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a
Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender
and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of
payment to the Administrative Agent, at (i) in the case of such Lender, a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation in the relevant currency or (ii) in the case of the Borrower, the
interest rate applicable to such Loans in the case of a Loan in Dollars or the applicable LIBO Rate in the case of a Loan in an
Alternative Currency. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such Borrowing.
(c)
The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and
Swing Line Loans and to make payments pursuant to Sections 8.09 and 9.04(c) are several and not joint. The failure of any Lender
to make any Loan or to fund any such participation or to make any payment under Sections 8.09 or 9.04(c) on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and, other than pursuant to
Section 2.18, no Lender shall be responsible for the failure of any other Lender to so make its Loan or, to fund its participation or to
make its payment under Sections 8.09 or 9.04(c).
SECTION 2.05
Interest Elections .
(a)
Each Borrowing denominated in Dollars initially shall be of the Type specified in the applicable borrowing
request, and each Eurocurrency Borrowing in Dollars or an Alternative Currency shall have an initial Interest Period as specified in
such borrowing request. Thereafter, the Borrower may elect to convert any Borrowing denominated in Dollars to a different Type
or to continue such Borrowing as the same Type and may elect successive Interest Periods for any Eurocurrency Borrowing in
Dollars or an Alternative Currency, all as provided in this Section. The Borrower may elect different Types or Interest Periods, as
applicable, with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably
among the relevant Lenders holding the Loans comprising the relevant portion of such Borrowing, and the Loans comprising each
such portion shall be considered a separate Borrowing.
(b)
To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such
election by telephone by the time that a request for a Revolving Borrowing
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