ServiceMagic 2012 Annual Report Download - page 299

shall be made or continued as a Borrowing bearing interest at an interest rate reasonably determined by the Administrative Agent,
after consultation with the Borrower and the applicable Lenders, to compensate the applicable Lenders for such Borrowing in such
currency for the applicable period plus the Applicable Rate; provided that if the circumstances giving rise to such notice affect only
Borrowings in one currency, then Borrowings in other currencies will not be affected by the provisions of this Section.
SECTION 2.12
Increased Costs .
(a)
If any Change in Law shall:
(i)
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or
similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (including any
reserve for eurocurrency funding that may be established or reestablished under Regulation D of the Board);
(ii)
impose on any Lender any Taxes other than (A) Indemnified Taxes or Other Tax Indemnified under
Section 2.14 or (B) Excluded Taxes; or
(iii)
impose on any Lender or the London interbank market any other condition affecting this Agreement or
Eurocurrency Loans made by such Lender;
and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting into or
maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender
or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would
have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’
s holding company, if any, as
a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the
policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such
Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such
reduction suffered.
(c)
A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and
shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.
(d)
Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date
that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s
intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased
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