ServiceMagic 2012 Annual Report Download - page 337

appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material
Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;
(i) the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or petition described in clause (h) of this Section 7.01, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Restricted Subsidiary
or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of
effecting any of the foregoing;
(j) one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 (to the
extent not adequately covered by insurance) shall be rendered against the Borrower, any Material Subsidiary or any
combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution
shall not be effectively stayed;
(k) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have
occurred, would reasonably be expected to result in a Material Adverse Effect;
(l) at any time other than during a Collateral Suspension Period, the Pledge Agreement shall cease, for any
reason, to be in full force and effect, or any Loan Party shall so assert in writing, or any material Lien created by the Pledge
Agreement shall cease to be enforceable and of the same effect and priority purported to be created thereby (except, in each
case, in accordance with Section 9.16 or the Pledge Agreement);
(m) this Agreement or the Subsidiary Guarantee shall cease, for any reason, to be in full force and effect, or any
Loan Party shall so assert in writing, except as permitted under the Loan Documents; or
(n) Change of Control shall occur;
then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Section 7.01),
and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required
Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the
Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable during the continuation of such event) by the Borrower, and thereupon the principal of
the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of
any kind (other than notice from the Administrative Agent), all of which are hereby waived by the Borrower and (iii) require all
outstanding Letters of Credit to be cash collateralized in accordance with
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