ServiceMagic 2012 Annual Report Download - page 351

SECTION 9.16 Collateral and Guarantee Matters
. The Lenders irrevocably authorize the Administrative Agent:
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document
(i) upon all of the Obligations (other than (x) (i) Cash Management Obligations and (ii) Obligations under Specified Swap
Agreements not yet due and payable, and (y) contingent obligations not yet accrued and payable) having been paid in full,
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, and the Total Revolving Commitments having expired or having been
terminated, (ii) that is Disposed of or to be Disposed of as part of or in connection with any Disposition permitted
hereunder or under any other Loan Document to any Person other than a Loan Party, (iii) subject to Section 9.02, if
approved, authorized or ratified in writing by the Required Lenders, (iv) owned by a Subsidiary Guarantor upon release of
such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee pursuant to clause (b) below, (v) as
expressly provided in the Collateral Documents, or (vi) in connection with a Collateral Suspension Period;
(b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee (i) in the event of
dissolution of such Person, (ii) if such Person is designated as an Unrestricted Subsidiary or otherwise ceases to be a
Restricted Subsidiary, in each case in accordance with the provisions of this Agreement, upon effectiveness of such
designation or when it first ceases to be a Restricted Subsidiary, respectively, (iii) if the obligations under this Agreement
are discharged in accordance with the terms of this Agreement or (iv) as otherwise expressly provided in the Subsidiary
Guarantee; provided that no such release shall occur with respect to an entity that ceases to be a Restricted Subsidiary if
such Subsidiary Guarantor continues to be a guarantor in respect of any Pari Passu Indebtedness unless and until each
guarantor is (or is being simultaneously) released from its guarantee with respect to such Pari Passu Indebtedness; and
(c)
to enter into any customary intercreditor agreement or arrangement in form and substance reasonably
satisfactory to the Administrative Agent with the holders of any Pari Passu Indebtedness (or any agent thereof) permitted
under this Agreement that in the good faith determination of the Administrative Agent is necessary to effectuate the
incurrence of such Indebtedness.
Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the
Administrative Agent’s authority to release its interest in particular types or items of property, release any Subsidiary Guarantor
from its obligations under the Subsidiary Guarantee, or enter into an intercreditor agreement pursuant to this Section 9.16. In each
case as specified in this Section 9.16, the Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the
applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral
from the assignment and security interest granted under the Collateral Documents, or to release such Subsidiary Guarantor from its
obligations under the Subsidiary Guarantee, in each case in accordance with the terms of the Loan Documents and this Section
9.16.
SECTION 9.17
No Advisory or Fiduciary Relationship . In connection with all aspects of each transaction
contemplated hereby, the Borrower acknowledges and agrees for itself and on behalf of the Loan Parties that (i) the Revolving
Facility provided for hereunder and any related arranging
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