ServiceMagic 2012 Annual Report Download - page 361

thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit
Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender including, it if is organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to Section 2.14(e) of the Credit Agreement.
4. The effective date of this Assignment and Assumption shall be the Effective Date of Assignment described in
Schedule 1 hereto (the “ Effective Date ”). Following the execution of this Assignment and Assumption, it will be delivered to the
Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective
as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business
Days after the date of such acceptance and recording by the Administrative Agent).
5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make
all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor
for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the
Effective Date or accrue subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in
payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this Assignment and
Assumption directly between themselves.
6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent
provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and shall be bound by the
provisions hereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be
released from its obligations under the Credit Agreement (but shall continue to be entitled to the benefits of Sections 2.12, 2.13,
2.14 and 9.04.
7. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be executed as of
the date first above written by their respective duly authorized officers on Schedule 1 hereto.