ServiceMagic 2012 Annual Report Download - page 369

Borrower or any other Person against the Collateral Agent or any Secured Party, or (c) any other circumstance whatsoever (with or
without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under the guarantee contained in this Section
2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies
hereunder against any Guarantor, the Collateral Agent may, but shall be under no obligation to, make a similar demand on or
otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against
any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral
Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other
Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or
any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset,
shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Collateral Agent against any Guarantor. For the purposes hereof
“demand” shall include the commencement and continuance of any legal proceedings.
2.6 Reinstatement . The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as
the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or
returned by the Collateral Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments
had not been made.
2.7 Payments and Application . Payments hereunder will be paid to the Collateral Agent without set-off or
counterclaim in Dollars at the Funding Office. If the Collateral Agent or any Secured Party shall receive any amount pursuant to
this Section 2, such amount shall be applied to the payment of the Obligations in the following order:
First , to pay unpaid fees and expenses of the Collateral Agent under the Loan Documents;
Second , to pay unpaid fees and expenses of the Administrative Agent under the Loan Documents;
Third , to the Collateral Agent, for application by it towards payment of amounts then due and owing and
remaining unpaid in respect of the Obligations, pro rata among the Secured Parties according to the amounts of the
Obligations then due and owing and remaining unpaid to the Secured Parties; and
Fourth , any balance remaining after (i) the Obligations shall have been paid in full (ii) Total Revolving
Commitments shall have terminated and (iii) all Letters of Credit having been cash collateralized or otherwise back-
stopped
(including by “grandfathering” into any future credit facilities), in each case, on terms reasonably satisfactory to the
relevant Issuing Bank in its sole discretion, or having expired or having been terminated, shall be paid over to the
Guarantors, their successors or assigns or as a court of competent jurisdiction may otherwise direct.
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