ServiceMagic 2012 Annual Report Download - page 193

S-59
(b) consents to the entry of an order for relief against it in involuntary case,
(c) consents to the appointment of a Custodian of it or for all or substantially all of its assets, or
(d) makes a general assignment for the benefit of its creditors;
(8)
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(a) is for relief against the Issuer or any Significant Subsidiary as debtor in an involuntary case,
(b) appoints a Custodian of the Issuer or any Significant Subsidiary or a Custodian for all or substantially
all of the assets of the Issuer or any Significant Subsidiary, or
(c) orders the liquidation of the Issuer or any Significant Subsidiary,
and the order or decree remains unstayed and in effect for 60 days; or
(9)
any Note Guarantee ceases to be in full force and effect (other than in accordance with the terms of such
Note Guarantee and this Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor
denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in
accordance with the terms of this Indenture and the Note Guarantee); provided that the foregoing will not apply if the Note
Guarantees that remain in full force and effect are given by Subsidiaries that represent at least 92.50% of the consolidated
total assets of the Issuer and its Domestic Subsidiaries or at least 92.50% of the consolidated revenues of the Issuer and its
Domestic Subsidiaries as of the end of and for the most recently completely fiscal quarter.
However, a default under clauses (3) and (4) will not constitute an Event of Default until the Trustee or the holders
of at least 25% in principal amount of the outstanding notes notify the Issuer of the default and the Issuer does not cure such default
within the applicable time specified in clauses (3) and (4) after receipt of such notice.
If an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer or any Significant
Subsidiary occurs, all outstanding Notes shall become due and payable without any further action or notice. If any other Event of
Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer or any Significant
Subsidiary), shall have occurred and be continuing hereunder, the Trustee, by written notice to the Issuer, or the Holders of at least
25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuer and the Trustee, may declare all
amounts owing under the Notes to be due and payable. Upon such declaration of acceleration, the aggregate principal of and
accrued and unpaid interest on the outstanding Notes shall immediately become due and payable; provided , however , that after
such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of
the outstanding Notes may rescind and annul such acceleration if all Events of Default, other
SECTION 6.02. Acceleration
.