ServiceMagic 2012 Annual Report Download - page 296

(b) The Borrower unconditionally promises to pay (i) the then unpaid principal amount of each Revolving Loan
on the Revolving Termination Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on
the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a
calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving
Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding
(c)
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.
(d)
The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made
hereunder, the currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due
and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received
by the Administrative Agent hereunder for the account of the relevant Lenders and each relevant Lender’s share thereof.
(e)
The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be
conclusive absent manifest error of the existence and amounts of the obligations recorded therein; provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay the Loans in accordance with the terms of this Agreement.
SECTION 2.08
Prepayments .
(a)
The Borrower may at any time and from time to time prepay Loans, in whole or in part, without premium or
penalty, upon irrevocable notice delivered to the Administrative Agent (and in the case of a Swingline Loan, the Swingline Lender)
no later than 12:00 noon, New York City time (or in the case of an Alternative Currency, 11:00 a.m., London time), not less than
three Business Days prior thereto, in the case of Eurocurrency Loans, no later than 12:00 noon, New York City time, on the date of
such notice, in the case of ABR Loans and Swingline Loans, which notice shall specify the date and amount of prepayment and the
Loans to be prepaid; provided that, if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period
applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR
Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate
principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the
Administrative Agent in the case of Alternative Currency) and partial prepayments of Swingline Loans shall be in an aggregate
principal amount that is an integral multiple of $100,000 and not less than $500,000.
(b)
If at any time for any reason the sum of the Dollar Amount of Outstanding Revolving Credit exceeds the
Total Revolving Commitments, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent,
immediately prepay the Revolving Loans in an aggregate principal amount at least equal to the amount of such excess; provided
that solely with respect to any excess resulting from currency exchange rate fluctuations, this Section 2.08(b) shall not apply unless,
on
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