Exhibit 10.1


  







EXECUTION VERSION


 




 


 


AMENDMENT NO. 6, dated as of February
13, 2020 (this “Amendment”). Reference is made to the Credit Agreement dated as of October 7, 2015, as amended
and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, as
further amended as of August 14, 2017, and as further amended as of December 7, 2018 among MATCH
GROUP, INC. (formerly known as THE MATCH GROUP, INC.), a Delaware corporation
(the “Borrower”), the several banks and other financial institutions or entities from time to time parties to
the Credit Agreement, as lenders (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Agent”)
and Collateral Agent and the various other parties thereto (as further amended, restated, modified and supplemented from time to
time prior to the date hereof, the “Credit Agreement”, and the Credit Agreement, as amended by this Amendment,
the “Amended Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to such terms in the Amended Credit Agreement.


 


W I T N E S S E T H :


 


WHEREAS, the Borrower has notified the Agent
that it desires to obtain Replacement Revolving Facility Commitments (such Replacement Revolving Facility Commitments, the “2020
Revolving Commitments” and the Revolving Loans thereunder, the “2020 Revolving Loans”) to replace
the existing Revolving Commitments outstanding immediately prior to the Amendment No. 6 Effective Date (as defined below) in full
(the “Existing Revolving Commitments”; the Revolving Loans thereunder, the “Existing Revolving Loans”)
pursuant to Section 2.20(c) of the Credit Agreement and which shall have the terms, rights and obligations as set forth in the
Amended Credit Agreement;


 


WHEREAS, pursuant to Section 2.20(c) of
the Credit Agreement, Lenders and other persons that would be permitted assignees of a Revolving Commitment pursuant to Section
9.05 of the Credit Agreement may provide Replacement Revolving Facility Commitments;


 


WHEREAS, each Person that executes and delivers
a signature page to this Amendment as a “2020 Revolving Lender” (each a “2020 Revolving Lender”)
will thereby (i) agree to the terms of this Amendment and (ii) agree to provide the 2020 Revolving Commitment set forth on Schedule
1 hereto;


 


WHEREAS, after the establishment of the
2020 Revolving Commitments, the Borrower desires, pursuant to Section 2.02 of the Credit Agreement, to increase the aggregate amount
of the 2020 Revolving Commitments under the Credit Agreement by utilizing clause (b) of the Incremental Amount;


 


WHEREAS, each 2020 Revolving Lender with
an Incremental Revolving Commitment has agreed (on a several and not a joint basis), subject to the terms and conditions set forth
herein and in the Amended Credit Agreement, to provide Incremental Revolving Commitments in the amount set forth opposite such
2020 Revolving Lender’s name on Schedule 1 hereto (and the total amount of Incremental Revolving Commitments provided
pursuant to this Amendment shall be $250,000,00);


 


WHEREAS, pursuant to Section 2.20 of the
Credit Agreement, the Borrower will obtain Refinancing Term Loans, which Refinancing Term Loans shall be used to replace in full
the principal amount of all Indebtedness in respect of the Term B-1 Loans (as defined in the Credit Agreement) outstanding immediately
prior to giving effect to this Amendment (the “Existing Term Loans”);


 


WHEREAS, the Person that agrees to make
Refinancing Term Loans (the “New Term Lender”) will make Refinancing Term Loans to the Borrower on the Amendment
No. 6 Effective Date (the “2020 Refinancing Term Loans”) in an amount equal to its 2020 Refinancing Term Loan
Commitment, which


 




     


     


    

Refinancing
Term Loans shall have the same terms as the 2020 Refinancing Term Loans, as set forth in the Amended Credit Agreement;


 


WHEREAS, the New Term Lender is willing
to make 2020 Refinancing Term Loans and such 2020 Refinancing Term Loans shall constitute the “Term B-1 Loans” and
the New Term Lender shall constitute a “Term Lender” from and after the Amendment No. 6 Effective Date for all purposes
of the Loan Documents;


 


WHEREAS, pursuant to Section 9.02 of the
Credit Agreement, the Borrower, the Agent and the requisite number of Lenders may amend, amend and restate or modify the Credit
Agreement pursuant to an agreement in writing;


 


WHEREAS, each Lender under the Amended Credit
Agreement is a party hereto;


 


WHEREAS, pursuant to Sections 2.20 and 9.02
of the Credit Agreement, the 2020 Revolving Lenders, the New Term Lender, the Agent, the Issuing Banks and the Loan Parties are
willing to amend the Credit Agreement as set forth herein.


 


NOW, THEREFORE, the parties hereto agree
as follows:


 


Section
1Amendments. 


 


(a)  The
Credit Agreement is, effective as of the Amendment No. 6 Effective Date, hereby amended to delete the stricken text (indicated
textually in the same manner as the following example: stricken text) and to add
the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.


 


Section
2 Replacement Revolving Facility Commitments.


 


(a)  Pursuant
to Section 2.20(c) of the Credit Agreement, each of the 2020 Revolving Lenders shall have a 2020 Revolving Commitment in the amount
set forth opposite such 2020 Revolving Lender’s name under the heading “2020 Revolving Commitment” on Schedule
1 hereto and agrees, severally and not jointly, to make 2020 Revolving Loans to the Borrower as described in Section 2.01 of the
Amended Credit Agreement, with such 2020 Revolving Commitments having the terms set forth in the Amended Credit Agreement. On the
Amendment No. 6 Effective Date, the 2020 Revolving Commitments will replace the Existing Revolving Commitments. The Borrower shall
prepay in full the outstanding principal amount of any Revolving Loans outstanding immediately prior to the Amendment No. 6 Effective
Date, if any. Any Letters of Credit outstanding immediately prior to the Amendment No. 6 Effective Date shall be deemed to be issued
under the 2020 Revolving Commitments.


 


(b)  Each
2020 Revolving Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with
copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance
upon the Agent, the Amendment No. 6 Lead Arrangers or any other 2020 Revolving Lender or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Amended Credit Agreement; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Agent by the
terms thereof, together with such powers and discretion as are


 




    2 


     


    

reasonably
incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms
of the Amended Credit Agreement are required to be performed by it as a Lender.


 


(c)  Each
New Revolving Lender (as defined below) confirms that it is a permitted assignee of a Revolving Commitment (as defined in the Credit
Agreement) pursuant to Section 9.05 of the Credit Agreement.


 


(d)  Upon
(i) the execution of a counterpart of this Amendment by each 2020 Revolving Lender, the Agent and the Borrower and (ii) the delivery
to the Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the
2020 Revolving Lenders party to this Amendment shall become Lenders under the Amended Credit Agreement and shall have the respective
2020 Revolving Commitment set forth on Schedule 1 hereto, effective as of the Amendment No. 6 Effective Date.


 


Section
3Break Funding Payments. The Lenders party hereto waive the payment of any breakage loss or expense or other
amounts that would otherwise be due under Section 2.13 of the Credit Agreement in connection with the refinancing or repayment
of the Existing Revolving Loans and the Term B-1 Loans pursuant to this Amendment, if any, including any voluntary prepayments
of Existing Revolving Loans and Term B-1 Loans made in connection with this Amendment on or prior to the Amendment No. 6 Effective
Date.


 


Section
4 Incremental Revolving Commitments.


 


(a)  The
Borrower and each 2020 Revolving Lender with an Incremental Revolving Commitment hereby agree that, on the Amendment No. 6 Effective
Date immediately after the establishment of the 2020 Revolving Commitments, the Incremental Revolving Commitment of such 2020 Revolving
Lender shall become effective and the 2020 Revolving Commitments shall be deemed increased by the amount of the Incremental Revolving
Commitment of such 2020 Revolving Lenders in the amounts set forth opposite such 2020 Revolving Lender’s name under the heading
“Incremental Revolving Commitment” on Schedule 1 hereto. Pursuant to Section 2.02 of the Credit Agreement, the Incremental
Revolving Commitments shall be 2020 Revolving Credit Commitments for all purposes under the Amended Credit Agreement and each of
the other Loan Documents and shall be of the same Class as, and shall have terms identical to, the 2020 Revolving Credit Commitments.


 


(b)  Each
2020 Revolving Lender with an Incremental Revolving Commitment acknowledges and agrees that upon the Amendment No. 6 Effective
Date, such 2020 Revolving Lender shall be a “Lender” under, and for all purposes of, the Credit Agreement and the other
Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have
all rights of a Lender thereunder.


 


(c)  This
Amendment shall constitute an Incremental Assumption Agreement with respect to the Incremental Revolving Commitments for all purposes
under the Credit Agreement.


 


Section
5Amendment Effectiveness. This Amendment shall become effective on the date when the following conditions are
met or waived (the “Amendment No. 6 Effective Date”):


 


(a)  the
Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Loan Parties, the Agent,
the 2020 Revolving Lenders, each Issuing Bank and the New Term Loan Lender;


 




    3 


     


    

(b)  the
conditions set forth in Sections 2.20 and 4.02 of the Credit Agreement shall be satisfied and the representations and warranties
set forth in Section 6 hereof shall be true and correct on and as of the Amendment No. 6 Effective Date, and the Agent shall have
received a certificate (in form and substance reasonably acceptable to the Agent), dated as of the Amendment No. 6 Effective Date
and signed by the Chief Executive Officer, a Vice President, a Financial Officer of the Borrower or any other executive officer
of the Borrower who has specific knowledge of the Borrower’s financial matters and is satisfactory to the Agent, to such
effect;


 


(c)  the
Agent shall have received the favorable written opinion (addressed to the Agent and the Lenders as of the Amendment No. 6 Effective
Date and dated the Amendment No. 6 Effective Date) of (i) Davis Polk & Wardwell LLP, counsel for the Borrower and certain of
the Loan Parties and (ii) Morris, Nichols, Arsht & Tunnell LLP, Delaware counsel for the Borrower and certain of the Loan Parties,
in each case in form and substance reasonably satisfactory to the Agent and its counsel;


 


(d)  all
accrued and unpaid interest, principal and fees on the Existing Revolving Commitments, the Existing Revolving Loans and the Existing
Term Loans to but excluding the Amendment No. 6 Effective Date shall have been paid in full by the Borrower;


 


(e)  
the Agent shall have received from the Borrower (i) all fees required to be paid to the Amendment No. 6 Lead Arrangers as separately
agreed pursuant to those certain letter agreements between the lead arrangers dated on or about January 29, 2020, among the Borrower,
the Amendment No. 6 Lead Arrangers (the “Engagement Letter”), (ii) all expenses required to be paid or reimbursed
under Section 9.04(a) of the Credit Agreement for which invoices have been presented a reasonable period of time prior to the Amendment
No. 6 Effective Date, (iii) for the account of each Existing Revolving Lender who consents to this Amendment on or prior to February
7, 2020, an extension fee in an amount equal to 0.05% of the aggregate amount of such Lender’s 2020 Revolving Loans and unutilized
2020 Revolving Commitments as of the Amendment No. 6 Effective Date in each case that are equal to or less than such Lender’s
Existing Revolving Loans and unutilized Existing Revolving Commitments immediately prior to the Amendment No. 6 Effective Date
, (iv) for the account of each Existing Revolving Lender who consents to this Amendment on or prior to 7, 2020, an upfront fee
in an amount equal to 0.25% of the aggregate amount of such Lender’s 2020 Revolving Loans and unutilized 2020 Revolving Commitments
as of the Amendment No. 6 Effective Date in each case that are in excess of such Lender’s Existing Revolving Loans and unutilized
Existing Revolving Commitments immediately prior to the Amendment No. 6 Effective Date, (v) for the account of each 2020 Revolving
Lender other than the Existing Revolving Lenders (such 2020 Revolving Lenders, the “New Revolving Lenders”),
an upfront fee in an amount equal to 0.25% of the aggregate amount of such Lender’s 2020 Revolving Commitments as of the
Amendment No. 6 Effective Date and (vi) for the account of the New Term Lender that delivers its signature page to this Amendment
in an amount equal to 0.25% of the aggregate principal amount of such Lender’s 2020 Refinancing Term Loans on the Amendment
No. 6 Effective Date;


 


(f)  the
Agent shall have received a certificate of each Loan Party substantially in the form of Exhibit E to the Credit Agreement, dated
the Amendment No. 6 Effective Date;


 


(g)  each
Loan Party shall have provided the documentation and other information requested by the Lenders that is required by regulatory
authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including without
limitation, the Act, in each case as requested at least three Business Days prior to the Amendment No. 6 Effective Date;


 


(h)  the
Agent shall have received the results of a recent lien search with respect to each Loan Party, and such search shall reveal no
Liens on any of the assets of the Loan Parties except for Liens


 




    4 


     


    

permitted by Section 6.02 of
the Credit Agreement or discharged on or prior to the Amendment No. 6 Effective Date pursuant to documentation satisfactory to
the Agent; and


 


(i)  as
of the Amendment No. 6 Effective Date, after giving pro forma effect to the Incremental Revolving Commitments (assuming such Incremental
Revolving Commitments are fully drawn) and the use of proceeds therefrom, the Borrower is in compliance with Section 6.10 of the
Credit Agreement as of the last day of the most recently ended Test Period, and the Agent shall have received a certificate (in
form and substance reasonably acceptable to the Agent which shall include reasonably detailed calculations), dated as of the Amendment
No. 6 Effective Date and signed by the Chief Executive Officer, a Vice President a Financial Officer of the Borrower or any other
executive officer of the Borrower who has specific knowledge of the Borrower’s financial matters and is satisfactory to the
Agent, to such effect.


 


Section
6. Representations and Warranties. Each Loan Party represents and warrants to the Agent and the Lenders as of the
Amendment No. 6 Effective Date:


 


(a)  the
representations and warranties of each Loan Party contained in Article III of the Credit Agreement and in this Amendment are true
and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality
or Material Adverse Effect, in which case such representation and warranty is true and correct in all respects) as of the date
hereof, except to the extent that any such representation and warranty relates to an earlier date (in which case such representation
and warranty was true and correct in all material respects (except to the extent that any such representation and warranty is qualified
by materiality or Material Adverse Effect, in which case such representation and warranty was true and correct in all respects)
as of such date;


 


(b)  no
Default or Event of Default exists or will result from this Amendment; and


 


(c)  Immediately after the Amendment No.
6 Effective Date, including the making of each Loan to be made on the Amendment No. 6 Effective Date and the application of the
proceeds of such Loans, and after giving effect to the rights of subrogation and contribution under the Guarantee Agreement, (a)
the fair value of the assets of the Borrower and its subsidiaries on a consolidated basis will exceed their debts and liabilities,
subordinated, contingent or otherwise, (b) the present fair saleable value of the assets of the Borrower and its subsidiaries on
a consolidated basis will be greater than the amount that will be required to pay the probable liability on their debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Borrower
and its subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured and (d) the Borrower and its subsidiaries on a consolidated basis will
not have unreasonably small capital with which to conduct the business in which they are engaged, as such business is now conducted
and is proposed to be conducted following the Amendment No. 6 Effective Date.


 


Section
7. Costs and Expenses. The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses
of the Agent (including the reasonable and documented fees and expenses of Cahill Gordon & Reindel LLP, counsel to the
Agent) in connection with the preparation, execution, delivery and administration of this Amendment and the other instruments and
documents to be delivered hereunder in accordance with the terms of Section 9.04 of the Credit Agreement.


 


Section
8. Applicable Law; Waiver of Jury Trial; Jurisdiction; Consent to
Service of Process. The provisions set forth in Sections 9.10 and 9.11 of the Credit Agreement are hereby incorporated mutatis
mutandis with all references to the “Agreement” therein being deemed references to this Amendment.


 




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Section
9. Counterparts. This
Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which
when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single
instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission
shall be effective as delivery of a manually executed counterpart hereof.


 


Section
10. Effect of Amendment; Reaffirmation. Except as expressly
set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise
affect the rights and remedies of the Lenders, the Agent or the Collateral Agent, in each case under the Credit Agreement or any
other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. 
Each and every term, condition, obligation, covenant and agreement contained in the Amended Credit Agreement, or any other Loan
Document, is hereby ratified and re-affirmed in all respects and shall continue in full force and effect.  This Amendment
shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment No. 6 Effective Date, all
references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly
provided otherwise, refer to the Amended Credit Agreement.  Each Loan Party hereby acknowledges its receipt of a copy of this
Amendment and its review of the terms and conditions hereof and consents to the terms and conditions hereof and the transactions
contemplated thereby. Each Subsidiary Guarantor hereby (a) affirms and confirms its guarantees and other commitments under the
Guarantee Agreement and (b) agrees that the Guarantee Agreement is in full force and effect and shall accrue to the benefit
of the Secured Parties to guarantee the Obligations, including the 2020 Revolving Commitments, the 2020 Revolving Loans and the
Term B-1 Loans. Each Loan Party hereby (a) affirms and confirms its pledges, grants and other commitments under the Pledge Agreement
and (b) agrees that the Pledge Agreement is in full force and effect and shall accrue to the benefit of the Secured Parties
to secure the Obligations, including the 2020 Revolving Commitments, 2020 Revolving Loans and Term B-1 Loans. The parties hereto
acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment is not intended to constitute a novation
of the Credit Agreement or the other Loan Documents as in effect prior to the Amendment No. 6 Effective Date.


 


Section
11. Certain Agreements. The Borrower, the 2020 Revolving Lenders and the Agent consent to the 2020 Revolving Commitments
and the incurrence of the 2020 Revolving Loans on the terms set forth herein. The Borrower, the New Term Lender and the Agent also
consent to the 2020 Refinancing Term Loans on the terms set forth herein. Upon the effectiveness of this Amendment, all conditions
and requirements set forth in the Credit Agreement or the other Loan Documents relating to the incurrence of the 2020 Revolving
Commitments, the 2020 Revolving Loans and the 2020 Refinancing Term Loans shall be deemed satisfied and the incurrence of the 2020
Revolving Commitments, the 2020 Revolving Loans and the 2020 Refinancing Term Loans shall be deemed arranged and consummated in
accordance with the terms of the Credit Agreement and other Loan Documents. The Borrower, the 2020 Revolving Lenders and the Agent
agree that the notice requirements, and any prior notice periods related to the Replacement Revolving Facility Effective Date,
under Section 2.20(c) of the Credit Agreement, shall have been waived for the purposes of the 2020 Revolving Commitments and the
incurrence of the 2020 Revolving Loans. The Borrower, the New Term Lender and the Agent also agree that the notice requirements
under the Credit Agreement to the extent relating to (i) the prepayment of any Term B-1 Loans on the Amendment No. 6 Effective
Date in connection with the refinancing thereof as contemplated hereby and/or (ii) the borrowing of the 2020 Refinancing Term Loans
shall not apply to such refinancing and borrowing of 2020 Refinancing Term Loans, and prior notice periods with respect to such
refinancing and borrowing of 2020 Refinancing Term Loans shall be as agreed among the Borrower


 




    6 


     


    

and
the Agent (it being understood that no other notice requirements under any Loan Document are waived, altered or changed in any
way pursuant to this Amendment).


 


[Remainder of page
intentionally left blank.]


 




    7 


     


    

IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of the date first above written.


 


	 	MATCH GROUP, INC.
	 	 
	 	 
	 	By:	/s/ Kimbre Neidhart
	 	 	Name: Kimbre Neidhart
	 	 	Title: Treasurer 


 


 


	 	
        HUMOR RAINBOW, INC. 

        MATCH GROUP, LLC 

        MOJO ACQUISITION CORP.

        

        PEOPLE MEDIA, LLC

         

	 	 
	 	 
	 	By:	/s/  Kimbre Neidhart
	 	 	Name: Kimbre Neidhart
	 	 	Title: Treasurer




    
[Amendment No. 6]
 



     


    

	 	JPMORGAN CHASE BANK, N.A., as Agent
	 	 
	 	 
	 	By:	/s/ Matthew Cheung
	 	 	Name: Matthew Cheung
	 	 	Title: Vice President 




    
[Amendment No. 6]
 



     


    

	 	BANK OF AMERICA, N.A., as New Term Lender
	 	 
	 	 
	 	By:	/s/ Laura L. Olson 
	 	 	Name: Laura L. Olson
	 	 	Title: Vice President 




    
[Amendment No. 6]
 



     


    

	 	JPMORGAN CHASE BANK, N.A., as an Issuing Bank, a 2020 Revolving Lender and a Lender
	 	 
	 	 
	 	By:	/s/ Matthew Cheung
	 	 	Name: Matthew Cheung
	 	 	Title: Vice President





 




    
[Amendment No. 6]
 



     


    

	 	BANK OF AMERICA, N.A., as a 2020 Revolving Lender and an Issuing Bank


	 	 
	 	 
	 	By:	/s/ Laura L. Olson 
	 	 	Name: Laura L. Olson
	 	 	Title: Vice President




    
[Amendment No. 6]
 



     


    








 


	 	BARCLAYS BANK PLC, as a 2020 Revolving Lender
	 	 
	 	 
	 	By:	/s/ Martin Corrigan 
	 	 	Name: Martin Corrigan
	 	 	Title: Vice President 




    
[Amendment No. 6]
 



     


    

	 	CITIBANK, N.A., as a 2020 Revolving Lender
	 	 
	 	 
	 	By:	/s/ Robert F. Parr 
	 	 	Name: Robert F. Parr
	 	 	Title: Managing Director & Vice President 




    
[Amendment No. 6]
 



     


    

	 	BMO HARRIS BANK N.A., as a 2020 Revolving Lender
	 	 
	 	 
	 	By:	/s/ Joan Murphy
	 	 	Name: Joan Murphy
	 	 	Title: Managing Director 




    
[Amendment No. 6]
 



     


    

	 	BNP BARIBAS, as a 2020 Revolving Lender
	 	 
	 	 
	 	By:	/s/ Maria Mulic  
	 	 	Name: Maria Mulic
	 	 	Title: Managing Director 



 


 

	 	By:	/s/ Kyle Fitzpatrick 


	 	 	Name: Kyle Fitzpatrick
	 	 	Title: Relationship Manager 




    
[Amendment No. 6]
 



     


    

	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a 2020 Revolving Lender
	 	 
	 	 
	 	By:	/s/ William O’Daly 
	 	 	Name: William O’Daly
	 	 	Title: Authorized Signatory



 


 

	 	By:	/s/ Komal Shah


	 	 	Name: Komal Shah
	 	 	Title: Authorized Signatory




    
[Amendment No. 6]
 



     


    

	 	DEUTCHE BANK AG NEW YORK BRANCH, as a 2020 Revolving Lender
	 	 
	 	 
	 	By:	/s/ Michael Strobel 
	 	 	Name: Michael Strobel
	 	 	Title: Vice President 



 


 

	 	By:	/s/ Philip Tancorra


	 	 	Name: Philip Tancorra
	 	 	Title: Associate




    
[Amendment No. 6]
 



     


    

	 	GOLDMAN SACHS BANKS USA, as a 2020 Revolving Lender
	 	 
	 	 
	 	By:	/s/ Thomas M. Manning
	 	 	Name: Thomas M. Manning
	 	 	Title: Authorized Signatory




    
[Amendment No. 6]
 



     


    

	 	Societe Generale, as a 2020 Revolving Lender
	 	 
	 	 
	 	By:	/s/ Andrew Johnman 
	 	 	Name: Andrew Johnman
	 	 	Title: Managing Director 




    
[Amendment No. 6]
 



     


    

	 	CAPITAL ONE, NATIONAL ASSOCIATION, as a 2020 Revolving Lender
	 	 
	 	 
	 	By:	/s/ Matthew Giamalis 
	 	 	Name: Matthew Giamalis
	 	 	Title: Authorized Signatory




    
[Amendment No. 6]
 



     


    

	 	FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a 2020 Revolving Lender
	 	 
	 	 
	 	By:	/s/ Marisa Lake 
	 	 	Name: Marisa Lake
	 	 	Title: AVP




    
[Amendment No. 6]
 



     


    

	 	PNC BANK, NATIONAL ASSOCIATION, as a 2020 Revolving Lender
	 	 
	 	 
	 	By:	/s/ Lauren Potts
	 	 	Name: Lauren Potts
	 	 	Title: Vice President 




    
[Amendment No. 6]
 



     


    

SCHEDULE 1


 


	2020 Revolving Lender	2020 Revolving Commitment	Incremental Revolving Commitment	2020 Total Revolving Commitment
	JPMorgan Chase Bank, N.A.	$60,000,000.00	$22,500,000.00	$82,500,000.00
	Bank of America, N.A.	$60,000,000.00	$22,500,000.00	$82,500,000.00
	Barclays Bank PLC	$42,000,000.00	$40,500,000.00	$82,500,000.00
	Citibank, N.A.	$60,000,000.00	$22,500,000.00	$82,500,000.00
	BMO Harris Bank N.A.	$42,000,000.00	$13,000,000.00	$55,000,000.00
	BNP Paribas	$42,000,000.00	$13,000,000.00	$55,000,000.00
	Credit Suisse AG, Cayman Islands Branch	$0.00	$55,000,000.00	$55,000,000.00
	Deutsche Bank AG New York Branch	$42,000,000.00	$13,000,000.00	$55,000,000.00
	Goldman Sachs Bank USA	$42,000,000.00	$13,000,000.00	$55,000,000.00
	Societe Generale	$42,000,000.00	$13,000,000.00	$55,000,000.00
	Capital One, National Association	$22,666,667.00	$7,333,333.00	$30,000,000.00
	Fifth Third Bank, National Association	$22,666,667.00	$7,333,333.00	$30,000,000.00
	PNC Bank, National Association	$22,666,667.00	$7,333,333.00	$30,000,000.00
	Total	 	 	$750,000,000.00



 


 

	Issuing Bank	LC Commitment Amount
	JPMorgan Chase Bank, N.A.	$20,000,000.00
	Bank of America, N.A.	$20,000,000.00




     


     


    

	Total	$40,000,000.00



 


 



     


     


    

SCHEDULE 2


 


 





	New Term Lender	2020 Refinancing Term Loan Commitment
	Bank of America, N.A.	$425,000,000
	Total	$425,000,000


 




     


     


    

EXHIBIT A


 


[ATTACHED]


 








     


     


    







Exhibit A

ADDED TEXT SHOWN UNDERSCORED


DELETED TEXT SHOWN STRICKEN
TEXT


  






 


 



 



 




AMENDED AND RESTATED CREDIT AGREEMENT



Dated as of October 7, 2015,


 


as amended and restated as of November 16,
2015,

as amended December 16, 2015, as further amended December 8, 2016, as further amended August 14, 2017, as
further amended December 7, 2018 and as further amended December 7, 2018February
13, 2020



among



MATCH GROUP, INC.,

as Borrower,



THE LENDERS PARTY HERETO,



and



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

_________________



JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIBANK, N.A., BNP PARIBAS, DEUTSCHE
BANK AG NEW YORK BRANCHSECURITIES,
INC., GOLDMAN SACHS BANK USA, BARCLAYS BANK PLC, BMO HARRIS BANK N.A. and SOCIÉTÉ
GÉNÉRALESOCIETE
GENERALE

as Joint Lead Arrangers and Joint Bookrunners,



BANK OF AMERICA, N.A. and CITIBANK, N.A.

as Co-Syndication Agents,



and



FIFTH THIRD BANK, PNC BANK, NATIONAL ASSOCIATION and CAPITAL ONE,
NATIONAL ASSOCIATION

as Co-Documentation Agents


 









 














     


     


    

TABLE
OF CONTENTS


 


Page


 


ARTICLE I



Definitions


 


	SECTION 1.01	Defined Terms	1
	SECTION 1.02	Classification of Loans and Borrowings	461
	SECTION 1.03	Terms Generally	461
	SECTION 1.04	Accounting Terms; GAAP	461
	SECTION 1.05	Change of Currency	471
	SECTION 1.06	Currency Equivalents Generally	471
	SECTION 1.07	Certain Determinations	481
	SECTION 1.08	Limited Condition Transactions	481
	SECTION 1.09	Interest Rates; LIBOR Notification	491
	 	 	 
	ARTICLE II
	 
	The Credits
	 
	SECTION 2.01	Commitments	491
	SECTION 2.02	Incremental Revolving Commitments and Incremental Term Loans	501
	SECTION 2.03	Procedure for Borrowing	531
	SECTION 2.04	Funding of Borrowings	541
	SECTION 2.05	Interest Elections	541
	SECTION 2.06	Termination and Reduction of Commitments	551
	SECTION 2.07	Repayment of Loans; Evidence of Debt	551
	SECTION 2.08	Prepayments	561
	SECTION 2.09	Fees	581
	SECTION 2.10	Interest	591
	SECTION 2.11	Alternate Rate of Interest	591
	SECTION 2.12	Increased Costs	611
	SECTION 2.13	Break Funding Payments	621
	SECTION 2.14	Taxes	621
	SECTION 2.15	Pro Rata Treatment and Payments	641
	SECTION 2.16	Mitigation Obligations; Replacement of Lenders	661
	SECTION 2.17	Letters of Credit	671
	SECTION 2.18	Defaulting Lenders	711
	SECTION 2.19	Extensions of Commitments	721
	SECTION 2.20	Refinancing Amendments	741
	SECTION 2.21	Loan Repurchases	781
	 	 	 
	ARTICLE III
	 
	Representations and Warranties
	 
	SECTION 3.01	Organization; Powers.	801
	SECTION 3.02	Authorization; Enforceability	801
	SECTION 3.03	Governmental Approvals; No Conflicts	801
	SECTION 3.04	Financial Position	801
	SECTION 3.05	Properties	801
	SECTION 3.06	Litigation and Environmental Matters	811
	SECTION 3.07	Compliance with Laws and Agreements	811




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Page




 


	SECTION 3.08	Investment Company Status	811
	SECTION 3.09	Taxes	811
	SECTION 3.10	ERISA	811
	SECTION 3.11	Disclosure	811
	SECTION 3.12	Pledge Agreement	811
	SECTION 3.13	No Change	821
	SECTION 3.14	Guarantors	821
	SECTION 3.15	Solvency	821
	SECTION 3.16	No Default	82[Reserved] 1
	SECTION 3.17	Anti-Corruption Laws and Sanctions	821
	 	 	 
	ARTICLE IV
	 
	Conditions
	 
	SECTION 4.01	Closing Date	821
	SECTION 4.02	Each Credit Event	841
	 	 	 
	ARTICLE V
	 
	Affirmative Covenants
	 
	SECTION 5.01	Financial Statements; Other Information	851
	SECTION 5.02	Notices of Material Events	871
	SECTION 5.03	Existence; Conduct of Business	871
	SECTION 5.04	Payment of Obligations	871
	SECTION 5.05	Maintenance of Properties; Insurance	871
	SECTION 5.06	Books and Records; Inspection Rights	871
	SECTION 5.07	Compliance with Laws	881
	SECTION 5.08	Use of Proceeds	881
	SECTION 5.09	Subsidiary Guarantors and Collateral	881
	SECTION 5.10	Post-Closing Delivery of Certificated Equity Interests	881
	SECTION 5.11	Further Assurances	881
	SECTION 5.12	Ratings	891
	SECTION 5.13	Collateral Suspension Period	1
	 	 	 
	ARTICLE VI
	 
	Negative Covenants
	 
	SECTION 6.01	Indebtedness	891
	SECTION 6.02	Liens	921
	SECTION 6.03	Fundamental Changes	941
	SECTION 6.04	Disposition of Property	961
	SECTION 6.05	Restricted Payments	961
	SECTION 6.06	Transactions with Affiliates	981
	SECTION 6.07	Changes in Fiscal Periods	1001
	SECTION 6.08	Sales and Leasebacks	1001
	SECTION 6.09	Clauses Restricting Subsidiary Distributions	1001
	SECTION 6.10	Consolidated Net Leverage Ratio; Interest Coverage Ratio	101 1
	SECTION 6.11	Investments	1011
	SECTION 6.12	Activities of Match Group, Inc.	1031




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Page




 


ARTICLE VII



Events of Default


 


	SECTION 7.01	Events of Default	1041
	 	 	 
	ARTICLE VIII
	 
	The Administrative Agent
	 
	SECTION 8.01	Appointment and Authorization	1061
	SECTION 8.02	Administrative Agent and Affiliates	1061
	SECTION 8.03	Action by Administrative Agent	1061
	SECTION 8.04	Consultation with Experts	1061
	SECTION 8.05	Delegation of Duties	1071
	SECTION 8.06	Successor Administrative Agent	1071
	SECTION 8.07	Credit Decision	1071
	SECTION 8.08	Lead Arrangers; Co-Syndication Agents; Co-Documentation Agents	1071
	SECTION 8.09	Tax Indemnification by the Lenders	1071
	SECTION 8.10	Certain ERISA Matters	1081
	 	 	 
	ARTICLE IX
	 
	Miscellaneous
	 
	SECTION 9.01	Notices	1091
	SECTION 9.02	Waivers; Amendments	1101
	SECTION 9.03	Waivers; Amendments to Other Loan Documents	1111
	SECTION 9.04	Expenses; Indemnity; Damage Waiver	1121
	SECTION 9.05	Successors and Assigns	1131
	SECTION 9.06	Survival	1161
	SECTION 9.07	Counterparts; Integration; Effectiveness	1161
	SECTION 9.08	Severability	1161
	SECTION 9.09	Right of Setoff	1171
	SECTION 9.10	Governing Law; Jurisdiction; Consent to Service of Process	1171
	SECTION 9.11	WAIVER OF JURY TRIAL	1171
	SECTION 9.12	Headings	1181
	SECTION 9.13	Confidentiality	1181
	SECTION 9.14	Judgment Currency	1181
	SECTION 9.15	USA PATRIOT Act and Beneficial Ownership Regulation	1191
	SECTION 9.16	Collateral and Guarantee Matters	1191
	SECTION 9.17	No Advisory or Fiduciary Relationship	1201
	SECTION 9.18	Platform; Borrower Materials	1201
	SECTION 9.19	Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions	1211
	SECTION 9.20	Acknowledgement Regarding Any Supported QFCs	1
	 	 	 


SCHEDULES:


 


	Schedule 1.01A	--	Commitments
	Schedule 1.01B	--	Unrestricted Subsidiaries on Closing Date
	Schedule 3.06	--	Disclosed Matters
	Schedule 3.12	--	Filings
	Schedule 3.14	--	Guarantors
	Schedule 4.01	--	UCC-3 Termination Statements




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	Schedule 5.10	--	Post-Closing Delivery of Certificated Equity Interests
	Schedule 6.01	--	Existing Indebtedness
	Schedule 6.02	--	Existing Liens
	Schedule 6.09	--	Existing Restrictions
	EXHIBITS:	 	 
	Exhibit A	--	Form of Assignment and Assumption
	Exhibit B	--	Form of Affiliated Lender Assignment and Assumption
	Exhibit C	--	Form of Guarantee Agreement
	Exhibit D	--	Form of Pledge Agreement
	Exhibit E	--	Form of Secretary Certificate
	Exhibit F	--	[Reserved]
	Exhibit G-1	--	Form U.S. Tax Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit G-2	--	Form U.S. Tax Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit G-3	--	Form U.S. Tax Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit G-4	--	Form U.S. Tax Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit H	--	Form of Perfection Certificate
	Exhibit I	--	Form of Solvency Certificate
	Exhibit J	--	Form of Joinder and Reaffirmation Agreement
	Exhibit K	--	Auction Procedures




    - iv -


     


    

AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further
amended as of December 8, 2016, as further amended as of August 14, 20172017,
as further amended as of December 7, 2018 (the “Original Credit Agreement”) and as further amended
as of December 7, 2018February
13, 2020) (as further amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”),
among MATCH GROUP, INC., a Delaware corporation, the LENDERS party hereto from time
to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as
defined herein) and as an Issuing Bank.


 


The parties hereto agree as follows:


 


ARTICLE I



Definitions


 


SECTION 1.01  
Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“20182020
Refinancing Term Loan” means the Refinancing Term Loans made pursuant to the 2020 Refinancing Term Loan Commitments.


 


“2020
Refinancing Term Loan Commitment” means the commitment
of the New Term Lender to make Refinancing
Term Loans to the Borrower on the Amendment No. 6
Effective Date in an aggregate principal amount set forth opposite the
New Term Lender’s name on Schedule 2 to Amendment No.
6. The aggregate amount of all 2020 Refinancing Term Loan Commitments as of the Amendment No. 6 Effective Date is $425,000,000.



 


“2020
Revolving Commitments” means, as to any Lender, the obligation of such Lender to make Revolving Loans and purchase participation
interests in Letters of Credit in an aggregate principal amount not to exceed the amount set forth under the heading “20182020
Total Revolving Commitment” opposite such Lender’s name on Schedule 1 to Amendment No. 56
or in the Assignment and Assumption or Incremental Assumption Agreement pursuant to which such Lender became a party hereto, as
the same may be changed from time to time pursuant to the terms of this Agreement (including as increased, extended or replaced
as provided in Sections 2.02, 2.19 and 2.20). The aggregate Dollar Amount of all 20182020
Revolving Commitments as of the Amendment No. 56
Effective Date is $500,000,000.750,000,000.


 


“ABR” when used in reference
to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined
by reference to the Alternate Base Rate.


 


“Accepting Term Lender”
has the meaning assigned to such term in Section 2.08(f).


 


“Act” has the meaning
assigned to such term in Section 9.15.


 


“Additional
Term B-1 Loans” means the Incremental Term Loans made pursuant to the Additional Term B-1 Loan Commitments.



 


“Additional
Term B-1 Loan Commitment” means the commitment of the New Term Lender
to make Incremental Term Loans
to the Borrower on the Amendment No. 4 Effective Date
in an aggregate principal amount set forth opposite the New Term Lender’s name on Schedule 1
to Amendment No. 4.


 


“Adjustment Date” has
the meaning assigned to such term in the definition of “Pricing Grid.”


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent for the Lenders
hereunder and, as applicable (including, for the avoidance of doubt, each reference to the Administrative Agent in Article VIII),
as Collateral Agent, together with any successors in such capacities.


 




     


     


    

“Administrative Questionnaire”
means an administrative questionnaire in a form supplied by the Administrative Agent.


 


“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affiliate” means, with
respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified.


 


“Affiliated Lender” means,
at any time, any Lender that is an Affiliate of the Borrower (other than any of its subsidiaries) at such time.


 


“Affiliated Persons”
means, with respect to any specified Person, (a) such specified Person’s parents, spouse, siblings, descendants, step children,
step grandchildren, nieces and nephews and their respective spouses, (b) the estate, legatees and devisees of such specified Person
and each of the Persons referred to in clause (a), and (c) any company, partnership, trust or other entity or investment vehicle
Controlled by any of the Persons referred to in clause (a) or (b) or the holdings of which are for the primary benefit of any of
such Persons.


 


“Agent Party” means the
Administrative Agent, the Issuing Bank or any other Lender.


 


“Aggregate Exposure”
means, with respect to any Lender at any time, the sum of (a) the aggregate then outstanding principal amount of such Lender’s
Term Loans and (b) the amount of such Lender’s Revolving Commitment then in effect or, if such Revolving Commitment has been
terminated, such Lender’s Outstanding Revolving Credit.


 


“Agreement” has the meaning
assigned to such term in the preamble to this Agreement.


 


“Agreement Currency”
has the meaning assigned to such term in Section 9.14.


 


“All-in Yield” means,
as to any Loans (or other Indebtedness, if applicable), the yield thereon to Lenders (or other lenders, as applicable) providing
such Loans (or other Indebtedness, if applicable) in the primary syndication thereof, as reasonably determined by the Administrative
Agent in consultation with the Borrower, whether in the form of interest rate, margin, original issue discount, up-front fees,
rate floors or otherwise; provided that original issue discount and up-front fees shall be equated to interest rate based
on an assumed four year average life; and provided, further, that “All-in Yield” shall not include arrangement,
commitment, underwriting, structuring or similar fees and customary consent fees for an amendment paid generally to consenting
lenders.


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the highestgreatest
of (a) the Prime Rate in effect on such day, (b) the Federal Funds EffectiveNYFRB
Rate in effect on such day plus 1⁄2 of 1% and (c) the Eurocurrency Rate that would be calculated
as offor a one month Interest Period on such
day (or, if such day is not a Business Day, as
of the nextthe immediately preceding Business
Day) in respect of a proposed Eurocurrency Borrowing in Dollars with a one-month Interest Period
plus 1.00%plus
1%; provided that for the purpose of this definition, the Eurocurrency Rate for any day shall be based on the LIBOR Screen Rate
(or if the LIBOR Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00
a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal
Funds EffectiveNYFRB Rate or suchthe
Eurocurrency Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal
Funds EffectiveNYFRB Rate or suchthe
Eurocurrency Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section
2.11 hereof(for the
avoidance of doubt, only until any amendment has become effective pursuant to Section 2.11(c)), then the Alternate Base
Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. IfFor
the avoidance of doubt, if the Alternate Base Rate as so determined
pursuant to the foregoing would be less than zero1.00%,
such rate shall be deemed to be zero1.00%
for purposes of this Agreement.


 


“Alternative Currency”
means Sterling, Yen, Euro, Australian Dollar or Canadian Dollar.


 




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“Alternative Currency Revolving
Sublimit” means, with respect to all Alternative Currencies, the Dollar Amount of $100,000,000.


 


“Amendment No. 3 Co-Managers”
means, collectively, Barclays Bank PLC, Fifth Third Bank, PNC Capital Markets LLC and SG Americas Securities, LLC.


 


“Amendment No. 3 Lead Arrangers”
means, collectively, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp.,
BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Goldman Sachs Bank USA.


 


“Amendment No. 4” means
Incremental Assumption Agreement and Amendment No. 4 to this Agreement dated as of August 14, 2017, among the Borrower, the other
Loan Parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A.


 


“Amendment No. 4 Co-Managers”
means Barclays Bank PLC, Fifth Third Bank, PNC Capital Markets LLC and SG Americas Securities, LLC.


 


“Amendment No. 4 Effective Date”
means August 14, 2017.


 


“Amendment No. 4 Lead Arrangers”
means, collectively, JPMorgan Chase Bank, N.A. Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp.,
BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Goldman Sachs Bank USA.


 


“Amendment No. 5” means
Amendment No. 5 to the Original Credit Agreement dated as of December 7, 2018, among the Borrower, the other Loan Parties thereto,
the Lenders party thereto and JPMorgan Chase Bank, N.A.


 


“Amendment No. 5 Effective Date”
means December 7, 2018.


 


“Amendment No. 5 Lead Arrangers”
means, collectively, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., BNP Paribas, Deutsche Bank AG New York Branch,
Goldman Sachs Bank USA, Barclays Bank PLC, BMO Harris Bank N.A. and Société Générale.


 


“Amendment
No. 6” means Amendment No. 6 to the Original Credit Agreement dated as of February 13, 2020, among the Borrower, the other
Loan Parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A.


 


“Amendment
No. 6 Co-Documentation Agents” means Capital One, National Association, Fifth Third Bank and PNC Bank, National Association.


 


“Amendment
No. 6 Effective Date” means February 13, 2020.


 


“Amendment
No. 6 Lead Arrangers” means, collectively, (i) with respect to the Term B-1 Facility, BofA Securities, Inc., JPMorgan Chase
Bank, N.A., Barclays Bank PLC, BMO Capital Markets Corp., BNP Paribas Securities Corp., Capital One, National Association, Citigroup
Global Markets Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., Fifth Third Bank, National Association, Goldman
Sachs Bank USA, PNC Capital Markets LLC and Societe Generale, and (ii) with respect to the Revolving Facility, JPMorgan Chase Bank,
N.A., BofA Securities, Inc., Barclays Bank PLC, BMO Capital Markets Corp., BNP Paribas Securities Corp., Citigroup Global Markets
Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Societe Generale. 


 


“Anti-Corruption Laws”
means the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder and the Bribery
Act 2010 of the United Kingdom, as amended.


 




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“Applicable Rate” means
(a) for each Revolving Loan, (i) prior to the first Adjustment Date occurring after the Amendment No. 56
Effective Date, 1.501.375%
for Eurocurrency Loans and 0.500.375%
for ABR Loans and (ii) on and after the first Adjustment Date occurring after the Amendment No. 56
Effective Date, a percentage determined in accordance with the Pricing Grid, (b) for each Term B-1 Loan, 2.501.75%
for Eurocurrency Loans and 1.500.75%
for ABR Loans and (c) for each Type of Incremental Term Loan, such per annum rates as shall be agreed to by the Borrower and the
applicable Incremental Term Lenders as shown in the applicable Incremental Assumption Agreement.


 


“Applicable Time” means,
with respect to any Borrowings and payments in any Alternative Currency the local time in the place of settlement for such Alternative
Currency, as may be reasonably determined by the Administrative Agent to be necessary for timely settlement on the relevant date
in accordance with normal banking procedures in the place of payment and notified to the relevant parties hereto.


 


“Approved Fund” has the
meaning assigned to such term in Section 9.05(b).


 


“Asset Acquisition” means:


 


(1)  an
Investment by the Borrower or any Restricted Subsidiary in any other Person if, as a result of such Investment, such Person shall
become a Restricted Subsidiary, or shall be merged with or into the Borrower or any Restricted Subsidiary, or


 


(2)  the
acquisition by the Borrower or any Restricted Subsidiary of all or substantially all of the assets of any other Person or any division
or line of business of any other Person.


 


“Asset Sale” means any
sale, issuance, conveyance, transfer, lease, assignment or other disposition by the Borrower or any Restricted Subsidiary to any
Person other than the Borrower or any Restricted Subsidiary or any Person that becomes a Restricted Subsidiary in connection with
such disposition (including by means of a sale and leaseback transaction or a merger or consolidation) (collectively, for purposes
of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets of
the Borrower or any of its Restricted Subsidiaries other than in the ordinary course of business. For purposes of this definition,
the term “Asset Sale” shall not include:


 


(1)  transfers
of cash or Cash Equivalents;


 


(2)  transfers
of assets (including Equity Interests) that are governed by, and made in accordance with, Section 6.03;


 


(3)  Restricted
Payments not prohibited under the covenant described under Section 6.05 and Investments not prohibited by Section 6.11;


 


(4)  the
creation of any Lien not prohibited under this Agreement;


 


(5)  transfers
of assets that are (i) damaged, worn out, uneconomic, obsolete or otherwise deemed to be no longer necessary or useful in the current
or anticipated business of the Borrower or its Restricted Subsidiaries or (ii) replaced by assets of similar suitability and value;


 


(6)  sales
or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual property, and licenses,
leases or subleases of other assets, of the Borrower or any Restricted Subsidiary to the extent not materially interfering with
the business of the Borrower and the Restricted Subsidiaries;


 


(7)  any
transfer or series of related transfers that, but for this clause, would be Asset Sales, if the aggregate Fair Market Value of
the assets transferred in such transaction or any such series of related transactions does not exceed (x)
prior to the Term B-1 Loan Repayment Date, $50,000,000 and (y) on or after the Term B-1 Loan Repayment Date, $150,000,000,
in each case for such transaction or any such series of related transactions; and


 




    - 4 -


     


    

(8)transfers in connection
with the Match Transactions; and(9)at any time prior to the Term B-1 Loan Repayment Date,
transfers of assets of the Princeton Review Group and the Tutor.com Group.


 


“Asset Swap” means any
exchange of assets of the Borrower or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) for assets
of another Person (including Equity Interests of a Person whose primary business is a Related Business) that are intended to be
used by the Borrower or any Restricted Subsidiary in a Related Business, including, to the extent necessary to equalize the value
of the assets being exchanged, cash or Cash Equivalents of any party to such asset swap.


 


“assignee” has the meaning
assigned to such term in Section 9.05(b).


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required
by Section 9.05), and accepted by the Administrative Agent, substantially in the form of Exhibit A or any other form approved
by the Administrative Agent.


 


“Auction Manager” has
the meaning assigned to such term in Section 2.21(a).


 


“Auction Procedures”
means auction procedures with respect to Purchase Offers set forth in Exhibit K hereto.


 


“Australian Dollar” means
the lawful currency of Australia.


 


“Australian Dollar Bank Bill Reference
Rate” means for any Loans in Australian Dollars, the Australian Dollar Screen Rate or,
if applicable pursuant to the terms of Section 2.11(a), the applicable Reference Bank Rate.


 


“Australian Dollar Screen Rate”
means, with respect to any Interest Period, the average bid reference rate as administered by the Australian Financial Markets
Association (or any other Person that takes over the administration of that rate) for Australian Dollar bills of exchange with
a tenor equal in length to such Interest Period, as displayed on page BBSY of the Reuters screen or, in the event such rate does
not appear on such Reuters page, on any successor or substitute page on such screen that displays such rate, or on the appropriate
page of such other information service that publishes such rate as selected by the Administrative Agent from time to time in its
reasonable discretion.


 


“Auto-Extension Letter of Credit”
has the meaning assigned to such term in Section 2.17(b).


 


“Available
Amount” means, as at any date of determination, an amount determined
on a cumulative basis equal to, without duplication:


 


(a)  
the greater of (x) $225,000,000 and (y) 30.0% of Consolidated EBITDA plus


 


(b)  
the cumulative amount of Retained Excess Cash Flow for all Excess Cash Flow
Periods completed after the Amendment No. 6 Effective Date but prior to such date, plus


 


(c)  
the cumulative amount of all Declined Prepayment Amounts
after the Amendment No. 6 Effective Date, plus


 


(d)  
following the date of the Amendment No. 6 Effective Date, the net cash proceeds or Fair Market Value received, as applicable,
of any sale of Qualified Equity Interests by, or capital
contribution to the common equity of, the Borrower (other
than in respect of any Qualified Equity Interests used for, or otherwise having the effect of increasing, any other basket under
this Agreement), plus


 




    - 5 -


     


    

(e)  
the net cash proceeds received by the Borrower from issuances of Indebtedness
and Disqualified Equity Interests that have been issued after the Amendment No. 6 Effective Date and which have been exchanged
or converted into Qualified Equity Interests, plus


 


(f)  
the amount of any Net Proceeds received by the Borrower or a Restricted Subsidiary
that would otherwise be required to be used to prepay Term Loans in accordance with Section 2.08(c) but for the proviso to clause
(1) thereof; plus 


 


(g)  
the amount of all Investments of the Borrower and its Restricted Subsidiaries
after the Amendment No. 6 Effective Date in any Unrestricted Subsidiary in reliance on the Available Amount that has been re-designated
as a Restricted Subsidiary or that has been merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries
(up to the Fair Market Value of the Investments of the Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary
at the time of such re-designation or merger or consolidation), plus


 


(h)  
the amount of all returns, profits, distributions and similar amounts received
by the Borrower and its Restricted Subsidiaries on Investments made using the Available Amount; minus


 


(i)  
the net cash proceeds received by the Borrower and its Restricted Subsidiaries
from sales of investments made using the Available Amount, minus


 


(j)  
the cumulative amount of Restricted Payments made from the Available Amount
from and after the Amendment No. 6 Effective Date and on or prior to such time, minus


 


(k)  
the cumulative amount of Investments made from the Available Amount from
and after the Amendment No. 6 Effective Date and on or prior to such time.


 


“Available Revolving Commitment”
means, as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment
then in effect at such time over (b) such Lender’s Outstanding Revolving Credit.


 


“Bail-In Action” means
the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution
Authority in respect of any liability of an EEAAffected
Financial Institution.


 


“Bail-In Legislation”
means, (a)
with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council
of the European Union, the implementing law, regulation rule or requirement
for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and
(b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other
law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms
or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).


 


“Bankruptcy Event” means,
with respect to any Lender, such Lender or any other Person as to which such Lender is a subsidiary (a “Parent Company”)
(i) is adjudicated as, or determined by any Governmental Authority having regulatory authority over it or its assets to be, insolvent,
(ii) becomes the subject of a bankruptcy or insolvency proceeding, or the Administrative Agent has given written notice to such
Lender and the Borrower of its good faith determination that such Lender or its Parent Company has taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or (iii) has had a receiver, conservator,
trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation
of its business appointed for it, or the Administrative Agent has given written notice to such Lender and the Borrower of its good
faith determination that such Lender or its Parent Company has taken any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any such appointment; provided that a Bankruptcy Event shall not result solely by virtue
of any control of or ownership interest in, or the acquisition of any control of or ownership interest in, such Lender or its Parent
Company by a Governmental Authority as long as such control or ownership interest does not result in or provide such Lender or
its Parent Company with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments
or writs of attachment


 




    - 6 -


     


    

on its assets or permit such Lender or its
Parent Company (or such Governmental Authority) to reject, repudiate, disavow or disaffirm such Lender’s obligations under
this Agreement.


 


“Basel III” means, collectively,
those certain agreements on capital requirements, leverage ratios and liquidity standards contained in “Basel III: A Global
Regulatory Framework for More Resilient Banks and Banking Systems,” “Basel III: International Framework for Liquidity
Risk Measurement, Standards and Monitoring,” and “Guidance for National Authorities Operating the Countercyclical Capital
Buffer,” each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time),
and as implemented by a Lender’s primary U.S. federal banking regulatory authority or primary non-U.S. financial regulatory
authority, as applicable.


 


“Benchmark
Replacement” means the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate) that has been selected
by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate
or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market
convention for determining a rate of interest as a replacement to the LIBO Rate for syndicated credit facilities for U.S. dollars
or the applicable Alternative Currency, as applicable and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark
Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this
Agreement; provided further that any such Benchmark Replacement shall be administratively feasible as determined by the Administrative
Agent in its sole discretion.


 


“Benchmark
Replacement Adjustment” means the spread adjustment, or method for calculating or determining such spread adjustment, (which
may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration
to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of the Eurocurrency Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental
Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of the Eurocurrency Rate with the applicable Unadjusted Benchmark Replacement
syndicated credit facilities for U.S. dollars or the applicable Alternative Currency, as applicable, at such time (for the avoidance
of doubt, such Benchmark Replacement Adjustment shall not be in the form of a reduction to the Applicable Rate). 


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Alternate Base Rate,” the definition of “Interest Period,”
timing and frequency of determining rates and making payments of interest and other administrative matters but not, for the avoidance
of doubt, any Benchmark Replacement Adjustment or any spread or similar adjustment (or method for calculation and determining such
adjustment)) that the Administrative Agent decides, in consultation with the Borrower, in its reasonable discretion may be appropriate
to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative
Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion
of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for
the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides
is reasonably necessary in connection with the administration of this Agreement).


 


“Benchmark
Replacement Date” means the earlier to occur of the following events with respect to the Eurocurrency Rate: 


 


(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the
public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBOR Screen
Rate permanently or indefinitely ceases to provide the LIBOR Screen Rate; or


 


(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.


 




    - 7 -


     


    

“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the Eurocurrency Rate: 


 


(i)  
a public statement or publication of information by or on behalf of the administrator
of the LIBOR Screen Rate announcing that such administrator has ceased or will cease to provide the LIBOR Screen Rate, permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide the LIBOR Screen Rate; 


 


(ii)  
a public statement or publication of information by the regulatory supervisor
for the administrator of the LIBOR Screen Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over
the administrator for the LIBOR Screen Rate, a resolution authority with jurisdiction over the administrator for the LIBOR Screen
Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Screen Rate,
in each case which states that the administrator of the LIBOR Screen Rate has ceased or will cease to provide the LIBOR Screen
Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide the LIBOR Screen Rate; and/or 


 


(iii)  
a public statement or publication of information by the regulatory supervisor
for the administrator of the LIBOR Screen Rate announcing that the LIBOR Screen Rate is no longer representative.


 


“Benchmark
Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark
Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the
expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or
publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders,
as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the Required Lenders) and the
Lenders.


 


“Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with
respect to the Eurocurrency Rate and solely to the extent that the Eurocurrency Rate has not been replaced with a Benchmark Replacement,
the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement
has replaced the Eurocurrency Rate for all purposes hereunder in accordance with Section 2.11 and (y) ending at the time that a
Benchmark Replacement has replaced the Eurocurrency Rate for all purposes hereunder pursuant to Section 2.11.


 


“Beneficial Ownership Regulation”
means 31 C.F.R. § 1010.230.


 


“Benefit Plan” means
any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise
for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


“Board” means the Board
of Governors of the Federal Reserve System of the United States of America.


 


“Board of Directors”
means the Board of Directors of the Borrower or, other than for the purposes of the definition of “Change of Control,”
any committee thereof duly authorized to act on behalf of such Board of Directors.


 


“Borrower” means Match
Group, Inc., a Delaware corporation.


 


“Borrower Materials”
has the meaning assigned to such term in Section 9.18.


 




    - 8 -


     


    

“Borrowing” means a group
of Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a
single Interest Period is in effect.


 


“Borrowing Date” means
any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.


 


“Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that when used in connection with (a) a Eurocurrency Loan denominated in Dollars, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market,
(b) any Borrowings or LC Disbursements that are the subject of a borrowing, drawing, payment, reimbursement or rate selection denominated
in Euro, the term “Business Day” shall also exclude any day on which the Trans-European Real-time Gross Settlement
Operating System (or any successor operating system) is not open for the settlement of payments in Euro and (c) a Eurocurrency
Loan denominated in an Alternative Currency, the term “Business Day” shall also exclude any day on which banks are
not open for dealings in such Alternative Currency deposits in the interbank market in the principal financial center of the country
whose lawful currency is such Alternative Currency.


 


“Canadian Dollar” means
the lawful currency of Canada.


 


“Capital Expenditures”
means, for the Borrower and its Restricted Subsidiaries in respect of any period, the aggregate of all expenditures incurred by
such person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant
or equipment” or similar items reflected in the statement of cash flows of such person; provided, however, that Capital Expenditures
for the Borrower and its Restricted Subsidiaries shall not include:


 


(a)  
(a) expenditures to the extent made with proceeds of the issuance
of Qualified Equity Interests of the Borrower or capital contributions to the Borrower or funds that would have constituted Net
Proceeds under clause (a) of the definition of the term “Net Proceeds” (but that will not constitute Net Proceeds
as a result of the first or second proviso to such clause (a));


 


(b)  
(b) expenditures of proceeds of insurance settlements, condemnation
awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent
such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property
or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the business
of the Borrower and its Restricted Subsidiaries to the extent such proceeds are not then required to be applied to prepay Term
Loans pursuant to Section 2.08(c)(1);


 


(c)  
(c) interest capitalized during such period;


 


(d)  
(d) expenditures that are accounted for as capital expenditures
of such person and that actually are paid for by a third party (excluding the Borrower or any Restricted Subsidiary) and for which
none of the Borrower or any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any
consideration or obligation to such third party or any other person (whether before, during or after such period);


 


(e)  
(e) the book value of any asset owned by such person prior to or
during such period to the extent that such book value is included as a capital expenditure during such period as a result of such
person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made
in such period; provided that (i) any expenditure necessary in order to permit such asset to be reused shall be included
as a Capital Expenditure during the period that such expenditure actually is made and (ii) such book value shall have been included
in Capital Expenditures when such asset was originally acquired;


 


(f)  
(f) the purchase price of equipment purchased during such period
to the extent that the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time
of such purchase, (ii) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of
business or (iii) any Asset Swap;


 




    - 9 -


     


    

(g)  
(g) Investments in respect of an Asset Acquisition; or


 


(h)  
(h) the purchase of property, plant or equipment made with proceeds
from any Asset Sale or Recovery Event to the extent such proceeds are not then required to be applied to prepay Term Loans pursuant
to Section 2.08(c)(1).


 


“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying
the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted
for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with GAAP; provided, however, that any obligations relating to a lease that
would have been accounted by such Person as an operating lease in accordance with GAAP as of the Amendment No. 5 Effective Date
shall be accounted for as an operating lease and not a Capital Lease Obligation for all purposes under this Agreement.


 


“Cash Capped Amount”
has the meaning assigned to such term in the definition of “Incremental Amount.”


 


“Cash Equivalents” means
(1) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency
thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition;
(2) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of one year or
less from the date of acquisition issued by any commercial bank organized under the laws of the United States or any state thereof
or any Lender or any Affiliate of any Lender; (3) commercial paper of an issuer rated at least A-1 by Standard & Poor’s
or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating
agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition;
(4) repurchase obligations of any commercial bank satisfying the requirements of clause (2) of this definition with respect to
securities issued or fully guaranteed or insured by the United States government; (5) securities with maturities of one year or
less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any
political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities
of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are
rated at least A by Standard & Poor’s or A by Moody’s; (6) securities with maturities of one year or less from
the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause
(2) of this definition; (7) money market mutual or similar funds that invest exclusively in assets satisfying the requirements
of clauses (1) through (6) of this definition; (8) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7
under the Investment Company Act of 1940, as amended, (ii) are rated AAA by Standard & Poor’s or Aaa by Moody’s
and (iii) have portfolio assets of at least $5,000,000,000; and (9) in the case of any Foreign Subsidiary, investments substantially
comparable to any of the foregoing investments with respect to the country in which such Foreign Subsidiary is organized.


 


“Cash Management Agreement”
means any agreement entered into from time to time by the Borrower or any Restricted Subsidiary in connection with Cash Management
Services for collections, other Cash Management Services or for operating, payroll and trust accounts of such Person, including
automatic clearing house services, controlled disbursement services, electronic funds transfer services, information reporting
services, lockbox services, stop payment services and wire transfer services, unless, when entered into, such agreement is designated
in writing by the Borrower and the relevant Cash Management Bank to the Administrative Agent to not be included as a Cash Management
Agreement.


 


“Cash Management Bank”
means any Person that (i) at the time it enters into a Cash Management Agreement or provides any Cash Management Services, is a
Lender or an Agent Party or an Affiliate of a Lender or an Agent Party or (ii) in the case of any Cash Management Agreement in
effect or any Cash Management Services provided, on or prior to the Closing Date, is, as of the Closing Date, a Lender or an Agent
Party or an Affiliate of a Lender or an Agent Party and a party to a Cash Management Agreement or provider of Cash Management Services.


 




    - 10 -


     


    

“Cash Management Obligations”
means obligations owed by the Borrower or any Subsidiary Guarantor to any Cash Management Bank in connection with, or in respect
of, any Cash Management Services.


 


“Cash Management Services”
means (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, (b)
treasury management services (including controlled disbursement, overdraft automatic clearing house fund transfer services, return
items and interstate depository network services) and (c) any other demand deposit or operating account relationships or other
cash management services, including under any Cash Management Agreements.


 


“CDOR Rate” means for
any Loans in Canadian Dollars, the CDOR Screen Rate or, if applicable pursuant to the terms of
Section 2.11(a), the applicable Reference Bank Rate.


 


“CDOR Screen Rate” means,
with respect to any Interest Period, the average rate for bankers acceptances as administered by the Investment Industry Regulatory
Organization of Canada (or any other Person that takes over the administration of that rate) with a tenor equal in length to such
Interest Period, as displayed on CDOR page of the Reuters screen or, in the event such rate does not appear on such Reuters page,
on any successor or substitute page on such screen or service that displays such rate, or on the appropriate page of such other
information service that publishes such rate as shall be selected from time to time by the Administrative Agent in its reasonable
discretion.


 


“CFC” means a “controlled
foreign corporation” within the meaning of Section 957 of the Code.


 


“Change in Law” means
(a) the adoption of any law, rule, regulation or treaty after the Closing Date, (b) any change in any law, rule, regulation or
treaty or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by
any Lender (or, for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender’s holding company,
if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or
issued after the Closing Date; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith
and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each
case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” but only to the extent it is the
general policy of a Lender to impose applicable increased costs or costs in connection with capital adequacy requirements similar
to those described in clauses (a) and (b) of Section 2.12 generally on other similarly situated borrowers under similar circumstances
under agreements permitting such impositions.


 


“Change of Control” means
any of the following events:


 


(a)the
sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Borrower
and its subsidiaries, taken as a whole, to any Person other than a Permitted Holder;(b)the acquisition of beneficial
ownership by any person or group (excluding any one or more Permitted Holders or group Controlled by any one or more Permitted
Holders) of more than 35% of the aggregate voting power of all outstanding classes or series of the Borrower’s Voting Stock
and such aggregate voting power exceeds the aggregate voting power of all outstanding classes or series of the Borrower’s
Voting Stock beneficially owned by the Permitted Holders collectively;


 


(c)  during
any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the
Borrower (together with any new directors whose election by the Board of Directors or whose nomination for election by the equityholders
of the Borrower was approved by a vote of the majority of the directors of the Borrower then still in office who were either directors
at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to
constitute a majority of the Borrower’s Board of Directors then in office;


 


(d)  the
Borrower shall adopt a plan of liquidation or dissolution or any such plan shall be approved by the stockholders of the Borrower;
or


 




    - 11 -


     


    

(e)  a
“change of control triggering event” (or similar event) shall occur in any document pertaining to the Senior Notes
or any Refinancing Indebtedness thereof, in each case, to the extent constituting Material Indebtedness.


 


Notwithstanding the foregoing, a transaction in which the Borrower
becomes a subsidiary of another Person (other than a Person that is an individual or a Permitted Holder) shall not constitute a
Change of Control if the shareholders of the Borrower immediately prior to such transaction beneficially own, directly or indirectly
through one or more intermediaries, the same proportion of voting power of the outstanding classes or series of the Borrower’s
voting stock as such shareholders beneficially own immediately following the consummation of such transaction.


 


For purposes of this definition, a Person
shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar
agreement until the consummation of the transactions contemplated by such agreement.


 


“Class” (a) when used
in reference to any Loans or Borrowing, refers to whether such Loans or the Loans comprising such Borrowing, are Revolving Loans,
Term B-1 Loans, Incremental Term Loans established pursuant to any Incremental Assumption Agreement, Extended Term Loans or Extended
Revolving Loans established pursuant to any Extension Amendment or Refinancing Term Loans or Replacement Revolving Loans established
pursuant to any Refinancing Amendment or (b) when used in reference to any Commitments, refers to whether such Commitment is in
respect of a commitment to make Revolving Loans, Term B-1 Loans, Incremental Term Loans established pursuant to any Incremental
Assumption Agreement, Extended Term Loans or Extended Revolving Loans established pursuant to any Extension Amendment or Refinancing
Term Loans or Replacement Revolving Loans established pursuant to any Refinancing Amendment.


 


“Closing Date” means
October 7, 2015.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time.


 


“Co-Documentation Agents”
means, collectively, Fifth Third Bank, PNC Bank, National
Association and,
Capital One, National Association and the Amendment No. 6 Co-Documentation
Agents.


 


“Collateral” has the
meaning assigned to such term or a similar term in each of the Collateral Documents and shall include all property pledged or granted
(or purported to be pledged or granted) as collateral pursuant to the Pledge Agreement on the Closing Date or thereafter pursuant
to Section 5.09 or 5.11.


 


“Collateral Agent” means
JPMorgan Chase Bank, N.A. in its capacity as collateral agent under the Guarantee Agreement and the Collateral Documents for the
Secured Parties.


 


“Collateral Documents”
means the Pledge Agreement and each other security document, mortgage, pledge agreement or collateral agreement executed and delivered
in connection with this Agreement and/or the other Loan Documents to grant a security interest in any property as Collateral to
secure the Obligations.


 


“Collateral
Reinstatement Date” has the meaning assigned to such term in Section 5.13(b).


 


“Collateral
Reinstatement Event” has the meaning assigned to such term in Section 5.13(b).


 


“Collateral
Reinstatement Requirements” has the meaning assigned to such term in Section 5.13(b).


 


“Collateral
Suspension Date” means the date on which: (i) the Borrower’s corporate family ratings satisfy at least two Investment
Grade Level Ratings, (ii) no Event of Default then exists, (iii) the Term Loans shall have been repaid in full, (iv) all Liens
securing Permitted Secured Ratio Debt shall have been released and (v) the Borrower shall have delivered an Officer’s Certificate
to the Administrative Agent and the Collateral Agent that certifies to the satisfaction of the foregoing and directs the Collateral
Agent to release the Collateral securing the Obligations (including, without limitation, Cash Management Obligations and Specified
Swap Agreements) in accordance with the second sentence under Section 5.13(a).


 




    - 12 -


     


    

“Collateral
Suspension Period” means each period commencing on the Collateral Suspension Date with respect to such period and ending
on the Collateral Reinstatement Date with respect to such Collateral Suspension Date.


 


“Commitment” means, with
respect to each Lender (to the extent applicable), such Lender’s Incremental Commitment, Revolving Commitment, Term Loan
Commitment or Extended Revolving Commitment, as applicable.


 


“Commitment Fee Rate”
means (a) prior to the first Adjustment Date occurring after the Amendment No. 56
Effective Date, 0.250.30%
and (b) on and after the first Adjustment Date occurring after the Amendment No. 56
Effective Date, a rate determined in accordance with the Pricing Grid.


 


“Commodity Exchange Act”
means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.


 


“Compounded
SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this
rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism
to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative Agent
in accordance with: 


 


		(1)	the rate, or methodology for this rate, and conventions for this rate selected
or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that:



 


		(2)	if, and to the extent that, the Administrative Agent determines that Compounded
SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for
this rate that the Administrative Agent determines in its reasonable discretion are substantially consistent with any evolving
or then-prevailing market convention for determining compounded SOFR for syndicated credit facilities for U.S. dollars or the applicable
Alternative Currency, as applicable, at such time; 



 


provided,
further, that if the Administrative Agent decides that any such rate, methodology or convention determined in accordance with clause
(1) or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to
be determined for purposes of the definition of “Benchmark Replacement.”


 


“Consolidated Amortization Expense”
for any Test Period means the amortization expense of the Borrower and its Restricted Subsidiaries for such Test Period, determined
on a consolidated basis in accordance with GAAP.


 


“Consolidated Contingent Consideration
Fair Value Remeasurement Adjustments” for any period means the contingent consideration fair value remeasurement adjustments,
of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.


 


“Consolidated Depreciation Expense”
for any Test Period means the depreciation expense of the Borrower and its Restricted Subsidiaries for such Test Period, determined
on a consolidated basis in accordance with GAAP.


 


“Consolidated EBITDA”
for any Test Period means, without duplication, the sum of the amounts for such Test Period of


 


(1)  Consolidated
Net Income, plus


 


(2)  in
each case only to the extent (and in the same proportion) deducted in determining Consolidated Net Income,


 


(a)  Consolidated
Income Tax Expense,


 


(b)  Consolidated
Amortization Expense,


 




    - 13 -


     


    

(c)  Consolidated
Depreciation Expense,


 


(d)  Consolidated
Interest Expense,


 


(e)  all
non-cash compensation, as reported in the Borrower’s financial statements,


 


(f)  any
non-cash charges or losses or realized losses related to the write-offs, write-downs or mark-to-market adjustments or sales or
exchanges of any investments in debt or equity securities by the Borrower or any Restricted Subsidiary,


 


(g)  the
aggregate amount of all other non-cash charges, expenses or losses reducing such Consolidated Net Income, including any impairment
(including any impairment of intangibles and goodwill) (excluding any non-cash charge, expense or loss that results in an accrual
of a reserve for cash charges in any future period and any non-cash charge, expense or loss relating to write-offs, write downs
or reserves with respect to accounts receivable or inventory), for such Test Period,


 


(h)  the
amount of any restructuring charges or reserves, including any one-time costs incurred in connection with acquisitions or divestitures,
and


 


(i)  notwithstanding
any classification under GAAP as discontinued operations of any Person, property, business or asset in respect of which a definitive
agreement for the sale, transfer or other disposition thereof has been entered into, the earnings and income (or loss) attributable
to any such Person, business, assets or operations for any period until such sale, transfer or other disposition shall have been
consummated, and 


 


(j)
  the amount of any cost savings, cost synergies, operating expense reductions, restructurings,
cost savings initiatives, or other initiatives occurring (or expected to result from actions that have been taken or initiated
or expected to be taken) within 24 months from the applicable event to be given pro forma effect (in the reasonable good faith
determination of the Borrower and shall be calculated on a pro forma basis as though such cost savings or synergies had been realized
on the first day of such period and as if such cost savings or synergies were realized in full during the entirety of such period);
provided that the aggregate amount of all items added back to Consolidated EBITDA pursuant to this paragraph shall
not exceed 25.0% of Consolidated EBITDA (after giving effect to such adjustment) for any Test Period,


 


minus


 


(3)  in
each case only to the extent (and in the same proportion) included in determining Consolidated Net Income, any non-cash or realized
gains related to mark-to-market adjustments or sales or exchanges of any investments in debt or equity securities by the Borrower
or any Restricted Subsidiary,


 


in each case determined on a consolidated
basis in accordance with GAAP; provided that (a) the aggregate amount of all non-cash items, determined on a consolidated
basis, to the extent such items increased Consolidated Net Income for such period will be excluded from Consolidated Net Income
and (b) the aggregate amount of all corporate overhead costs and expenses and fees incurred at any parent of the Borrower and any
salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any parent of the
Borrower in each case that, directly or indirectly, holds all of the Equity Interests of the Borrower, that are directly attributable
to the Borrower and its Restricted Subsidiaries will be deducted from Consolidated EBITDA.


 


For purposes of this
definition, whenever pro forma effect is to be given, the pro forma calculations shall be factually supportable, reasonably identifiable
and made in good faith by a Financial Officer. Any such pro forma calculation may include adjustments appropriate, in the reasonable
good faith determination of the Borrower as set forth in an Officer’s Certificate, to reflect cost savings, cost synergies,
operating expense reductions, restructurings, cost savings initiatives, or other initiatives reasonably expected to be realized
within 24 months from the applicable 


 




    - 14 -


     


    

event to
be given pro forma effect; provided
that the aggregate amount of all items added back to Consolidated EBITDA pursuant to this paragraph and
clause (A)(2) of the definitions of “Consolidated Net Leverage Ratio”, “Secured Net Leverage Ratio” or
“Interest Coverage Ratio,” as applicable, shall not exceed 25.0% of Consolidated EBITDA (after giving effect to such
adjustment) for any Test Period.


 


“Consolidated Income Tax Expense”
for any Test Period means the provision for taxes of the Borrower and its Restricted Subsidiaries for such Test Period, determined
on a consolidated basis in accordance with GAAP.


 


“Consolidated Interest Expense”
for any Test Period means the sum, without duplication, of the total interest expense of the Borrower and its Restricted Subsidiaries
for such Test Period, determined on a consolidated basis in accordance with GAAP, minus consolidated interest income of
the Borrower and its Restricted Subsidiaries, and including, without duplication,


 


(1)  imputed
interest on Capital Lease Obligations,


 


(2)  commissions,
discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers’ acceptance
financing and receivables financings,


 


(3)  the
net costs associated with Hedging Obligations related to interest rates,


 


(4)  amortization
of debt issuance costs, debt discount or premium and other financing fees and expenses,


 


(5)  the
interest portion of any deferred payment obligations,


 


(6)  all
other non-cash interest expense,


 


(7)  capitalized
interest,


 


(8)  all
dividend payments on any series of Disqualified Equity Interests of the Borrower or any Preferred Stock of any Restricted Subsidiary
(other than any such Disqualified Equity Interests or any Preferred Stock held by the Borrower or a Restricted Subsidiary of the
Borrower that is a Wholly Owned Subsidiary or to the extent paid in Qualified Equity Interests),


 


(9)  all
interest payable with respect to discontinued operations, and


 


(10)  all
interest on any Indebtedness described in clause (6) or (7) of the definition of “Indebtedness”,


 


but excluding, without duplication, interest
on any Pre-IPO Note.


 


“Consolidated Net Income”
for any Test Period means the net income (or loss) of the Borrower and the Restricted Subsidiaries for such Test Period determined
on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent
otherwise included therein), without duplication:


 


(1)  the
net income (or loss) of any Person that is not a Restricted Subsidiary, except to the extent that cash in an amount equal to any
such income has actually been received by the Borrower or any Restricted Subsidiary during such period;


 


(2)  gains
and losses due solely to fluctuations in currency values and the related tax effects according to GAAP;


 


(3)  gains
and losses with respect to Hedging Obligations;


 


(4)  the
cumulative effect of any change in accounting principles;


 




    - 15 -


     


    

(5)  any
extraordinary or nonrecurring gain (or extraordinary or nonrecurring loss), together with any related provision for taxes on any
such extraordinary or nonrecurring gain (or the tax effect of any such extraordinary or nonrecurring loss), realized by the Borrower
or any Restricted Subsidiary during such period;


 


(6)   Consolidated
Contingent Consideration Fair Value Remeasurement Adjustments;


 


(7)   any
net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal of discontinued operations;
and


 


(8)  any
gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized
during such period by the Borrower or any Restricted Subsidiary upon (a) the acquisition of any securities, or the extinguishment
of any Indebtedness, of the Borrower or any Restricted Subsidiary or (b) the sale of any financial or equity investment by the
Borrower or any Restricted Subsidiary;


 


provided, further, that the effects of any adjustments
in the inventory, property and equipment, software, goodwill, other intangible assets, in-process research and development, deferred
revenue, debt line items, any earn-out obligations and any other non-cash charges (other than the amortization of unfavorable operating
leases) in the Borrower’s consolidated financial statements pursuant to GAAP in each case resulting from the application
of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any such amounts shall be
excluded when determining Consolidated Net Income.


 


“Consolidated Net Leverage Ratio”
means, as of any date of determination, the ratio of (a) the aggregate
principal amount of Indebtedness under clauses (1), (2) or
(3) of the definition thereof of the Borrower and its Restricted Subsidiaries as of the last day of the Test Period
most recently ended on or prior to such date of determination (as set forth on the balance sheet and determined on a consolidated
basis in accordance with GAAP (but excluding, any Pre-IPO Note) minus the
amount of unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries on such date in an amount not
to exceed (x) prior to the Term B-1 Loan Repayment Date, $100,000,000 (or, solely with respect
to calculating the Consolidated Net Leverage Ratio for purposes of (i) incurring Permitted Unsecured Ratio Debt, unsecured Indebtedness
pursuant to Section 6.01(g) and unsecured Indebtedness pursuant to Section 6.01(z), (ii) the Match Transaction Distributions and
(iii) the Pricing Grid and actual compliance (and not pro forma compliance or compliance on a pro forma basis) with Section 6.10,
$200,000,000) and (y) on or after the Term B-1 Loan Repayment Date, $200,000,000$400,000,000
to (b) Consolidated EBITDA for such Test Period.


 


(A)  The
Consolidated Net Leverage Ratio shall be calculated for any period after giving effect on a pro forma basis (as if they had occurred
on the first day of the applicable Test Period) to:


 


(1)  the
incurrence of any Indebtedness of the Borrower or any Restricted Subsidiary (and the application of the proceeds thereof) and any
repayment, repurchase, defeasance or other discharge of Indebtedness (and the application of the proceeds therefrom) (other than
the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving
credit arrangement) occurring during the applicable Test Period or (except when calculating the Consolidated Net Leverage Ratio
for purposes of determining the Applicable Rate or determining actual compliance (and not pro forma compliance or compliance on
a pro forma basis) with Section 6.10) at any time subsequent to the last day of such Test Period and on or prior to the date of
determination, as if such incurrence, repayment, issuance or redemption, as the case may be (and the application of the proceeds
thereof), occurred on the first day of the Test Period; and


 


(2)  any
(w) Asset Sale, (x) asset sale if the Fair Market Value of the assets sold in such transaction or series of related transactions
exceeds $2,000,000, which is solely excluded from the definition of Asset Sale pursuant to clause (7) of such definition, (y) Asset
Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result
of the Borrower or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such 


 




    - 16 -


     


    

Asset Acquisition
or as a result of a Revocation) incurring Indebtedness pursuant to Section 6.01(j) and also including any Consolidated EBITDA associated
with any such Asset Acquisition) or (z) operational restructuring (each, a “pro forma event”)
(including any cost savings and cost synergies resulting from head count reduction, closure of facilities and similar operational
and other cost savings, cost synergies, operating expense reductions, restructurings, cost savings initiatives, or other initiatives
relating to such pro forma event occurring within 24 months (or expected, in the good faith determination of the Borrower, to result
from actions that have been taken or initiated or expected to be taken within 24 months) of such pro forma event and during such
period or (except when calculating the Consolidated Net Leverage Ratio for purposes of determining the Applicable Rate or determining
actual compliance (and not pro forma compliance or compliance on a pro forma basis) with Section 6.10) subsequent to such period
and on or prior to the date of such calculation, in each case that are expected to have a continuing impact and are factually supportable,
and which adjustments the Borrower determines are reasonable as set forth in an Officer’s Certificate; provided
that the aggregate amount of all such cost savings and cost synergies pursuant to this clause (A)(2) and the second paragraph
of the definition of “Consolidated EBITDA” shall in no event exceed 25% of Consolidated EBITDA for such period calculated
after giving effect to such pro forma adjustments) occurring during the Test Period or at any time subsequent to the last day of
the Test Period and on or prior to the date of determination, as if such pro forma event occurred on the first day of the Test
Period and; provided, further that asset sales
described in clause (A)(2)(x) in an aggregate amount not to exceed $50,000,000 in any Test Period shall not be required to be given
pro forma effect; and


 


(B)  in
calculating Consolidated Interest Expense for purposes of the Consolidated Net Leverage Ratio with respect to any Indebtedness
being given pro forma effect:


 


(1)  interest
on outstanding Indebtedness determined on a fluctuating basis as of the date of determination and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness
in effect on the date of determination;


 


(2)  if
interest on any Indebtedness actually incurred on the date of determination may optionally be determined at an interest rate based
upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect
on the date of determination will be deemed to have been in effect during the Test Period;


 


(3)  notwithstanding
clause (1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by
agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the
operation of the agreements governing such Hedging Obligations;


 


(4)  interest
on any Indebtedness under a revolving credit facility shall be computed based upon the average daily balance of such Indebtedness
during the Test Period; and


 


(5)  interest
on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or
accounting Officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.


 


“Consolidated Working Capital”
means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis at any date of determination, Current
Assets at such date of determination minus Current Liabilities at such date of determination; provided that increases or
decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities
as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent
or (b) the effects of purchase accounting.


 


“Continuing
Term Lender” means each Term Lender (other than the New Term Lender in its capacity as such) that at
or prior to the Amendment No. 4 Effective Date provided the Administrative Agent with a counterpart to Amendment No. 4 executed
by such Lender.


 




    - 17 -


     


    

“Continuing
Term Loans” means the full amount of each Existing Term Loan held by a Continuing Term Lender (or, if
less than the full amount, the amount notified to such Lender by the Administrative Agent on or prior to the Amendment No. 4 Effective
Date) immediately prior to the effectiveness of Amendment No. 4.


 


“Contract Consideration”
has the meaning assigned to such term in the definition of “Excess Cash Flow.”


 


“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking
to which such Person is a party or by which it or any of its property is bound.


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through
the ability to exercise voting power, by contract or otherwise. “Controlled” has the meaning correlative thereto.


 


“Co-Syndication
Agent” means Bank of America, N.A. and Citibank, N.A.Corresponding
Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding
business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the Eurocurrency Rate.


 


“Co-Syndication
Agents” means, collectively, Bank of America, N.A., Citibank, N.A. and the Amendment No. 6 Co-Syndication Agents.


 


“Amendment
No. 6 Co-Syndication Agents” means Bank of America, N.A., Barclays Bank PLC and Citibank, N.A.


 


“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 382.2(b).


 


“Covered
Party” has the meaning assigned to it in Section 9.20.


 


“Current Assets” means,
with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis at any date of determination, all assets (other
than cash, Cash Equivalents or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance
sheet of the Borrower and its Restricted Subsidiaries as current assets at such date of determination, other than amounts related
to current or deferred taxes based on income or profits.


 


“Current Liabilities”
means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis at any date of determination, all liabilities
that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries
as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Consolidated
Interest Expense (excluding Consolidated Interest Expense that is due and unpaid), (c) accruals for current or deferred taxes based
on income or profits, (d) accruals, if any, of transaction costs resulting from the Transactions, (e) accruals of any costs or
expenses related to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and other post-retirement
benefit obligations, and (f) accruals for exclusions from Consolidated Net Income included in clause (5) of the definition of such
term.


 


“Declined Prepayment Amount”
has the meaning assigned to such term in Section 2.08(f).


 


“Declining Term Lender”
has the meaning assigned to such term in Section 2.08(f).


 


“Default” means any event
or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become
an Event of Default.


 




    - 18 -


     


    

“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 


“Defaulting Lender” means
any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of
its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Agent Party any amount required
to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent and the Borrower
in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to such funding
or payment has not been satisfied, or, in the case of clause (ii) or clause (iii) above, such Lender notifies the Administrative
Agent in writing that such failure is the result of a good faith dispute regarding its obligation to make such funding or payment;
(b) has notified the Borrower or any Agent Party in writing, or has made a public statement to the effect, that it does not intend
to comply with any of its funding or payment obligations under this Agreement (unless such writing or public statement indicates
that such position is based on such Lender’s good faith determination that a condition precedent to such funding or payment
under this Agreement cannot be satisfied); (c) has failed, within three Business Days after request by the Administrative Agent
or Issuing Bank, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it
will comply with its obligations under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon such Agent Party’s receipt of such certification; (d) has become the subject of a Bankruptcy Event;
or (e) has become the subject of a Bail-In Action.


 


“Designated Noncash Consideration”
means the Fair Market Value of noncash consideration received by the Borrower or a Restricted Subsidiary in connection with an
Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth
the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such
Designated Noncash Consideration.


 


“Designation” has the
meaning assigned to such term in the definition of “Unrestricted Subsidiary.”


 


“Designation Amount”
has the meaning assigned to such term in the definition of “Unrestricted Subsidiary.”


 


“Disclosed Matters” means
the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.


 


“Disposition” means,
with respect to any property, any sale, lease, license, sale and leaseback, assignment, conveyance, transfer or other disposition
thereof (including pursuant to a Division). The terms “Dispose”
and “Disposed of” shall have correlative meanings.


 


“Disqualified Equity Interests”
of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or
of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of
time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, in each case on or prior to the date that
is 91 days after the Latest Maturity Date; provided, however, that any class of Equity Interests of such Person that,
by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity,
redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that
are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests
or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect
thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided, further,
however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving
holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable)
the right to require the Borrower to redeem such Equity Interests upon the occurrence of a change of control occurring prior to
the 91st day after the Latest Maturity Date shall not constitute Disqualified Equity Interests if such Equity Interests
specifically provide that the Borrower will not redeem any such Equity Interests pursuant to such provisions prior to 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


 




    - 19 -


     


    

collateralized or otherwise back-stopped or
having been terminated, and the Total Revolving Commitments having been terminated.


 


“Dividing
Person” has the meaning assigned to such term in the definition of “Division.”


 


“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”)
among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include
the Dividing Person and pursuant to which the Dividing Person may or may not survive.


 


“Dollar Amount” means,
at any date, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated
in amount other than Dollars, such amount converted to Dollars by the Administrative Agent at the Exchange Rate on such date.


 


“Dollars” or “$”
refers to lawful money of the United States of America.


 


“Domestic Subsidiary”
means any Restricted Subsidiary of the Borrower that is not a Foreign Subsidiary.


 


“Early
Opt-in Election” means the occurrence of:


 


(1)  
(i) a determination by the Administrative Agent or (ii) a notification by
the Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined that
syndicated credit facilities for U.S. dollars or the applicable Alternative Currency, as applicable, being executed at such time,
or that include language similar to that contained in Section 2.14 are being executed or amended, as applicable, to incorporate
or adopt a new benchmark interest rate to replace the Eurocurrency Rate, and 


 


(2)  
(i) the election by the Administrative Agent or (ii) the election by the
Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative
Agent of written notice of such election to the Borrower and the Lenders or by the Required Lenders of written notice of such
election to the Administrative Agent.


 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described
in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of
an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority”
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country
(including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“EMU” means the economic
and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998.


 


“EMU Legislation” means
the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European
currency.


 


“Environmental Law” means
all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any Hazardous Material.


 




    - 20 -


     


    

“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Borrower or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,
(c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment
or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.


 


“Equity Interests” means,
of any Person, (1) any and all shares or other equity interests (including common stock, preferred stock, limited liability company
interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently
exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such
Person, but excluding any debt securities convertible into such shares or other interests.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA Affiliate” means
any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section
414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer
under Section 414 of the Code.


 


“ERISA Event” means (a)
any “reportable event” (as defined in Section 4043(c) of ERISA or the regulations issued thereunder) with respect to
a Plan other than an event for which the 30-day notice period is waived; (b) any failure by any Plan to satisfy the minimum funding
standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not
waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the
minimum funding standard with respect to any Plan; (d) the failure to make by its due date a required installment under Section
430(j) of the Code with respect to any Plan or the failure by the Borrower or any of its ERISA Affiliates to make any required
contribution to a Multiemployer Plan; (e) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan, including but not limited to the imposition of any Lien in favor
of the PBGC or any Plan; (f) a determination that any Plan is, or is expected to be, in “at risk” status (within the
meaning of Section 430 of the Code or Title IV of ERISA); (g) the receipt by the Borrower or any ERISA Affiliate from the PBGC
or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any
Plan; (h) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan (or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA) or
Multiemployer Plan; or (i) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer
Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization or in endangered or critical status, within the
meaning of Section 432 of the Code or Section 305 of ERISA.


 


“Escrow Assumption” means
with respect to (i) any Escrow Permitted Ratio Debt, the assumption of the Escrow Borrower’s obligations with respect thereto
by the Borrower or (ii) any Incremental Term Loan that is initially established as an Escrow Incremental Term Loan, the assumption
of the Escrow Borrower’s obligations with respect thereto by the Borrower pursuant to an Escrow Assumption Agreement.


 


“Escrow Assumption Agreement”
means an assumption agreement in form reasonably satisfactory to the Administrative Agent, among the Borrower and the Administrative
Agent.


 


“Escrow Borrower” means
an Unrestricted Subsidiary established to borrow Escrow Permitted Ratio Debt or Escrow Incremental Term Loans (pending assumption
of such Escrow Permitted Ratio Debt or Escrow Incremental Term Loans by the Borrower) and that is not engaged in any material operations
and does not have any other material assets other than in connection therewith.


 


“Escrow Incremental Term Loan”
means any Indebtedness that is initially borrowed by an Escrow Borrower that would constitute an Incremental Term Loan if borrowed
by the Borrower and that is not guaranteed by


 




    - 21 -


     


    

any other subsidiary of the Borrower and,
if secured, is secured only by the proceeds of such Escrow Incremental Term Loan, unless and until the Borrower has assumed all
of the obligations of the Escrow Borrower with respect thereto.


 


“Escrow Permitted Ratio Debt”
means any Indebtedness that is initially borrowed by an Escrow Borrower that would constitute Permitted Ratio Debt if borrowed
by the Borrower and that is not guaranteed by any other subsidiary of the Borrower and, if secured, is secured only by the proceeds
of such Escrow Permitted Ratio Debt, unless and until the Borrower has assumed all of the obligations of the Escrow Borrower with
respect thereto.


 


“EU Bail-In Legislation Schedule”
means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from
time to time.


 


“Euro” and “EUR”
mean the lawful currency of the Participating Member States introduced in accordance with EMU Legislation.


 


“Eurocurrency” when used
in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Eurocurrency Rate.


 


“Eurocurrency Rate”
means, with respect to (A) any Eurocurrency Borrowing in any LIBOR Quoted Currency and for any applicable Interest Period, the
LIBOR Screen Rate as of the Specified Time on the Quotation Day for such currency and Interest Period and (B) any Eurocurrency
Borrowing in any Non-Quoted Currency and for any applicable Interest Period, the applicable Local Screen Rate for such Non-Quoted
Currency as of the Applicable Time and on the Quotation Day for such currency and Interest Period; provided, that, if a
LIBOR Screen Rate or a Local Screen Rate, as applicable, shall not be available at the applicable time for the applicable Interest
Period (an “Impacted Interest Period”), with
respect to the applicable currency then the Eurocurrency Rate for such currency and
Interest Period shall be the Interpolated Rate; provided,
further, that if the applicable Screen Rate shall not be available for such Interest
Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent
shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be
conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be
the Eurocurrency Rate for such Interest Period for such Eurocurrency Borrowing; subject to
Section 2.11; provided that, (i)Rate;
subject to Section 2.11; provided that, if any
Eurocurrency Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreementand
(ii) solely with respect to the Term B-1 Loans, the Eurocurrency Rate shall not be less than 0%.


 


“Event of Default” has
the meaning assigned to such term in Section 7.01.


 


“Excess Cash Flow” means,
for any period, an amount equal to the excess of:


 


(a)  
(a) the sum, without duplication (including
with respect to any amounts deducted when calculating the Excess Cash Flow prepayment amount pursuant to Section 2.08(d)),
of


 


(i)  
(i) Consolidated Net Income for such period,


 


(ii)  
(ii) an amount equal to the amount of all non-cash charges to the
extent deducted in arriving at such Consolidated Net Income and cash receipts included in clauses (5), (7) and (8) of the definition
of Consolidated Net Income and excluded in arriving at such Consolidated Net Income,


 


(iii)  
(iii) decreases in Consolidated Working Capital for such period
(other than any such decreases arising from dispositions outside the ordinary course of business by the Borrower and its Restricted
Subsidiaries completed during such period),


 


(iv)  
(iv) cash receipts by the Borrower and its Restricted Subsidiaries
in respect of Hedging Obligations during such fiscal year to the extent not otherwise included in such Consolidated Net Income;
and


 




    - 22 -


     


    

(v)  
(v) the amount by which tax expense deducted in determining such
Consolidated Net Income for such period exceeded taxes (including penalties and interest) paid in cash or tax reserves set aside
or payable (without duplication) by the Borrower and its Restricted Subsidiaries in such period,


 


over (b)



 


(b)  
the sum, without duplication, of


 


(i)  
(i) an amount equal to the amount of all non-cash credits included
in arriving at such Consolidated Net Income and cash charges included in clauses (5), (7) and (8) of the definition of Consolidated
Net Income and included in arriving at such Consolidated Net Income,


 


(ii)
without duplication of amounts deducted pursuant to clause (ix) below in prior years, the
amount of Capital Expenditures or acquisitions of Intellectual Property made in cash during such period by the Borrower and its
Restricted Subsidiaries, except to the extent that such Capital Expenditures or acquisitions were
financed with the proceeds of Indebtedness of the Borrower or its Restricted Subsidiaries (other than under the Revolving Facility)


 


(ii)  
[reserved],


 


(iii)  
(iii) the aggregate amount of all principal payments of Indebtedness
of the Borrower and its Restricted Subsidiaries (including (A) the principal component of payments in respect of Capital Lease
Obligations and (B) the amount of any scheduled repayment of Term Loans, but excluding (x) all other
prepayments of Term Loans, Other First Lien Debt and
Junior Debt, (y) all prepayments of Revolving Loans and (z) all prepayments in respect of any other
revolving credit facility, except in the case of clauses (x),
(y) and (z) to the extent there is an equivalent permanent reduction in commitments thereunder), except to the extent
financed with the proceeds of other Indebtedness (other than under the Revolving Facility) of the Borrower or its Restricted Subsidiaries,


 


(iv)  
(iv) increases in Consolidated Working Capital for such period
(other than any such increases arising from acquisitions by the Borrower and its Restricted Subsidiaries completed during such
period or the application of purchase accounting),


 


(v)  
(v) payments by the Borrower and its Restricted Subsidiaries during
such period in respect of long-term liabilities of the Borrower and the Subsidiaries other than Indebtedness, to the extent not
already deducted from Consolidated Net Income,


 


(vi)  
(vi) without duplication of amounts deducted pursuant to clause (ix) below in prior
fiscal years, the aggregate amount of cash consideration paid by the Borrower
and the Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions)
made during such period pursuant to Section 6.11 (except for those Investments made under Section 6.11(b) and (d)) to the extent
that such Investments were financed with internally generated cash flow of the Borrower and its Restricted Subsidiaries,


 


(vii)  
(vii) the amount of Restricted Payments during such period (on a consolidated basis)
by the Borrower and its Restricted Subsidiaries made in compliance with Section 6.05 (other than Section 6.05(iii), (iv), (vii),
(xiii) and (xiv)) to the extent such Restricted Payments were financed with internally generated cash flow of the Borrower and
its Restricted Subsidiaries


 


(vi)  
[reserved],


 


(vii)  
[reserved],


 


(viii)  
(viii) the aggregate amount of any premium, make-whole or penalty
payments actually paid in cash by the Borrower and its Restricted Subsidiaries during such period that are made in connection


 




    - 23 -


     


    

with any prepayment of Indebtedness
to the extent that such payments are not deducted in calculating Consolidated Net Income,


 


(ix)  
(ix) without duplication of amounts deducted from Excess Cash Flow
in prior periods, the aggregate consideration required to be paid in cash by
the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”)
entered into prior to or during such period relating to Asset Acquisitions, Capital Expenditures or acquisitions of intellectual
property to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of
such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance
such Asset Acquisition, Capital Expenditures or acquisitions of intellectual property during such period of four consecutive fiscal
quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash
Flow at the end of such period of four consecutive fiscal quarters,


 


(x)  
(x) the amount of taxes (including penalties and interest) paid
in cash or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax
expense deducted in determining Consolidated Net Income for such period; and


 


(xi)  
(xi) cash expenditures in respect of Hedging Obligations during
such fiscal year to the extent not deducted in arriving at such Consolidated Net Income.


 


“Excess Cash Flow Period”
means each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending December 31, 2016;
provided that the first Excess Cash Flow Period hereunder shall begin on the first day
of the first full fiscal quarter to occur on or after the earlier of (x) the date of the Match Offering and (y) the date that is
six months after the Term B-1 Effective Date.2020.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“Exchange Rate” means,
on any day, with respect to Dollars in relation to any Alternative Currency, the rate of exchange for the purchase of Dollars with
the Alternative Currency last provided (either by publication or otherwise provided to the Administrative Agent) by the applicable
Thomson Reuters Corp., Refinitiv, or any successor thereto
(“Reuters”) source on the Business Day (New York City time) immediately preceding the date of determination
or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of Dollars with the Alternative
Currency, as provided by such other publicly available information service which provides that rate of exchange at such time in
place of Reuters reasonably chosen by the Administrative Agent in its sole discretion after consultation with the Borrower (or
if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in dollars as
determined by the Administrative Agent using any reasonable method of determination it deems appropriate in its sole discretion
after consultation with the Borrower).


 


“Excluded Equity Interests”
means any Equity Interests (a) of any subsidiary (i) for which the pledge of its Equity Interests is prohibited by applicable law
or by Contractual Obligations existing on the Closing Date (or, in the case of a newly acquired subsidiary, in existence at the
time of acquisition but not entered into in contemplation thereof) or for which governmental (including regulatory) consent, approval,
license or authorization would be required or (ii) that is not a Material Subsidiary or (b) of any Foreign Subsidiary or FSHCO
in excess of 65% of each class of outstanding Equity Interests of such Foreign Subsidiary or FSHCO.


 


“Excluded Indebtedness”
means all Indebtedness not incurred in violation of Section 6.01.


 


“Excluded Subsidiary”
means (a) any subsidiary that is not a Wholly Owned Subsidiary, (b) any subsidiary that is prohibited by applicable law or by Contractual
Obligations existing on the Closing Date (or, in the case of any newly acquired subsidiary, in existence at the time of acquisition
but not entered into in contemplation thereof) from guaranteeing the Obligations or if guaranteeing the Obligations would require
governmental (including regulatory) consent, approval, license or authorization, (c) any subsidiary that is not a Material Domestic
Subsidiary, (d) any Unrestricted Subsidiary, (e) any FSHCO and (f) any Domestic Subsidiary that is a subsidiary of a Foreign Subsidiary


 




    - 24 -


     


    

that is a CFC; provided that no subsidiary
of the Borrower that Guarantees the IAC Credit Agreement or the IAC Senior Notes shall be deemed to be an Excluded Subsidiary.


 


“Excluded Swap Obligation”
means, with respect to any Subsidiary Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee
of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap Obligation
(or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of (a) such Subsidiary Guarantor’s
failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and
the regulations thereunder or (b) in the case of a Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of
the Commodity Exchange Act (or any successor provision thereto), because such Subsidiary Guarantor is a “financial entity,”
as defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act (or any successor provision thereto), in each case at the time
the Guarantee of such Subsidiary Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation,
unless otherwise agreed between the Administrative Agent and the Borrower. If a Swap Obligation arises under a master agreement
governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps
for which such Guarantee or security interest is or becomes illegal.


 


“Excluded Taxes” means
(a) in the case of each Recipient, Taxes imposed on its overall net income, and franchise Taxes imposed on it in lieu of net income
Taxes by a jurisdiction (including any political subdivision thereof) as a result of (i) such Recipient being organized under the
laws of or having a principal office in such jurisdiction or, in the case of a Lender, having an applicable lending office in such
jurisdiction or (ii) any other present or former connection between such Recipient and the jurisdiction (other than any connection
arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments
under, received or perfected a security interest under, engaged in any other transaction pursuant to and/or enforced any Loan Document);
(b) any Taxes in the nature of branch profits Taxes imposed by any jurisdiction described in clause (a); (c) in the case of a Non-U.S.
Lender, United States federal withholding Tax imposed pursuant to laws in effect on the date on which (i) such Non-U.S. Lender
becomes a Lender or (ii) such Non-U.S. Lender changes its lending office, except in each case to the extent that, pursuant to Section
2.14, additional amounts with respect to such Taxes were payable either to such Non-U.S. Lender’s assignor immediately before
such Non-U.S. Lender became a party hereto or to such Non-U.S. Lender immediately before it changed its lending office; (d) any
Taxes attributable to such Recipient failure to comply with Section 2.14(e) and (e) any United States federal withholding Taxes
imposed under FATCA.


 


“Existing Term Loans”
means the Term B-1 Loans outstanding immediately prior to giving effect to Amendment No. 5.6.


 


“Extended Revolving Commitment”
shall have the meaning assigned to such term in Section 2.19(a).


 


“Extended Revolving Loan”
shall have the meaning assigned to such term in Section 2.19(a).


 


“Extended Term Loan”
shall have the meaning assigned to such term in Section 2.19(a).


 


“Extending Lender” shall
have the meaning assigned to such term in Section 2.19(a).


 


“Extension” shall have
the meaning assigned to such term in Section 2.19(a).


 


“Extension Amendment”
shall have the meaning assigned to that term in Section 2.19(b).


 


“Facility” means any
of (a) the Revolving Facility and (b) the Term Facility.


 


“Fair Market Value” means,
with respect to any asset, as determined by the Borrower, the price (after taking into account any liabilities relating to such
assets) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able
buyer, neither of which is under any compulsion to complete the transaction.


 




    - 25 -


     


    

“FATCA” means Sections
1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations promulgated thereunder or official interpretations
thereof and any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version
described above) and any intergovernmental agreements implementing the foregoing.


 


“Federal Funds Effective Rate”
means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of
1%) of the rates on overnight Federal funds transactions with members ofrate
calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such
manner as the NYFRB shall set forth on the Federal Reserve System arranged by Federal
funds brokers, asBank of New York’s Website from
time to time, and published on the next succeeding Business Day by the NYFRB
as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero,
such rate shall be deemed to be zero for the purposes of this Agreement.


 


“Federal
Reserve Bank of New York, or, if such rate is not so published for any day that is a Business
Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) charged to the Administrative Agent on such day on such
transactions from three Federal funds brokers of recognized standing selected
by it.’s Website”
means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


“Financial Officer” means
the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.


 


“Fitch”
means Fitch Investors Service, L.P. and its successors.


 


“Fixed Amounts” has the
meaning assigned to such term in Section 1.07(a).


 


“Foreign Subsidiary”
means any Restricted Subsidiary of the Borrower that is organized under the laws of any jurisdiction other than the United States,
any State thereof or the District of Columbia.


 


“FSHCO” means any subsidiary
of the Borrower that owns no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs or Equity
Interests of one or more other FSHCOs.


 


“GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such
other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States,
consistently applied.


 


“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state, local,
provincial or otherwise and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guarantee” of or by
any Person (the “guarantor”) means a direct or indirect guarantee by any Person of any Indebtedness of any other
Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance
or supply funds for the purchase or payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements,
or by agreements to keep well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s
length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions
or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or in part); “Guarantee,” when
used as a verb, and “Guaranteed” have correlative meanings.


 


“Guarantee Agreement”
means the Guarantee Agreement to be executed and delivered by each Subsidiary Guarantor, substantially in the form of Exhibit
C.


 




    - 26 -


     


    

“guarantor” has the meaning
assigned to such term in the definition of “Guarantee.”


 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.


 


“Hedging Obligations”
of any Person means the obligations of such Person under swap, cap, collar, forward purchase or similar agreements or arrangements
dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies.


 


“IAC” means IAC/InterActiveCorp.,
a Delaware corporation.


 


“IAC 2012 Senior Notes”
means the $500,000,000 aggregate principal amount of 4.75% senior notes due 2022 issued by IAC on December 21, 2012 and any exchange
notes related thereto.


 


“IAC 2013 Senior Notes”
means the $500,000,000 aggregate principal amount of 4.875% senior notes due 2018 issued by IAC on November 15, 2013 and any exchange
notes related thereto.


 


“IAC Credit Agreement”
means the Second Amended and Restated Credit Agreement dated as of November 5, 2018 among IAC Group, LLC, a Delaware limited liability
company, the Lenders party thereto from time to time and the Administrative Agent.


 


“IAC Group” means IAC
and its subsidiaries not including the Match Group.


 


“IAC Guarantor” means
any member of the IAC Group that is an obligor under the IAC Credit Agreement or the IAC Senior Notes.


 


“IAC/Match Intercompany Debt”
means subject to compliance by IAC on a pro forma basis with Section 6.10 of the IAC Credit Agreement as in effect on the Closing
Date, the incurrence prior to the Match Offering, extension of existing or settlement of (x) unsecured intercompany loans, intercompany
payables and intercompany receivables between the Match Group and the IAC Group or (y) any intercompany contributions from the
IAC Group to the Match Group (and, in each case, payments or distributions thereon), in each case (i) under intercompany arrangements
existing as of the Closing Date or put in place in connection with the Match Offering or related transactions, (ii) in connection
with the acquisition of Plentyoffish Media Inc. or (iii) in connection with cash management arrangements; provided that,
to the extent any IAC/Match Intercompany Debt remains outstanding or is incurred following the Separation Date,
the Consolidated Net Leverage Ratio (calculated on a pro forma basis) on the Separation Date (or
if incurred after the Separation Date,later of November
16, 2015 or the date of suchthe
incurrence) of such
Indebtedness shall be equal to or less than 4.50 to 1.00.


 


“IAC Senior Notes” means
the IAC 2012 Senior Notes and the IAC 2013 Senior Notes.


 


“IAC Subordinated Debt Facility”
has the meaning assigned to such term in Section 6.01(z).


 


“Impacted Interest Period”
has the meaning assigned to such term in the definition of “Eurocurrency Rate.”


 


“Incremental Amount”
means, at any time, the sum of:


 


(a)  the
excess (if any) of


 


(i)  
(i)$150,000,000 overthe
greater of (x) $575,000,000 and (y) 75% of Consolidated EBITDA for the then most recently ended Test Period over


 


(ii)  
(ii) the aggregate amount of all Incremental Term Loan Commitments
and Incremental Revolving Commitments, in each case, established after the Amendment No. 56


 




    - 27 -


     


    

Effective Date and prior to such time
and outstanding pursuant to Section 2.02 in reliance on this clause (a) (amounts incurred pursuant to this clause (a), the “Cash
Capped Amount”); plus


 


(b)  any
amounts so long as immediately after giving pro forma effect to the establishment of the commitments in respect thereof, any Asset
Acquisition consummated concurrently therewith and the use of proceeds of the loans thereunder, both
(x) the Secured Net Leverage Ratio is equal to or less than (i) prior to the Term
B-1 Loan Repayment Date, 2.25 to 1.00 (or, if such Incremental Facility is incurred in connection with the Match Transactions,
4.00 to 1.00) and (ii) on or after the Term B-1 Loan Repayment Date, 3.50 to 1.00 and (y) the Consolidated Net Leverage Ratio is
equal to or less than 4.503.50 to 1.00, in
each case, only on the date of the initial incurrence of (or commitment in respect of) the applicable Incremental Facility (except
as set forth in Section 1.08) and calculated (x) as if any commitments in respect of Permitted Ratio Debt and Incremental Revolving
Commitments were fully drawn on the effective date thereof and (y) excluding any cash constituting proceeds of any such Incremental
Facility or any simultaneous incurrence of Permitted Ratio Debt in reliance on this clause (b) (amounts incurred pursuant to this
clause (b), the “Ratio Incremental Amount”); plus


 


(c)  the
amount of any voluntary repayments of Term Loans pursuant to Section 2.08(a) and any
Other First Lien Debt and Revolving Commitment reductions pursuant to Section 2.06 after the Amendment No. 56
Effective Date and prior to such time that, in each case, are not funded with the proceeds of long-term Indebtedness (amounts incurred
pursuant to this clause (c), the “Repayment Amount”);


 


provided that, (x) at the Borrower’s
option, capacity under the Ratio Incremental Amount shall be deemed to be used before capacity under the Cash Capped Amount and
the Repayment Amount and (y) any portion of any Incremental Facility incurred under the Cash Capped Amount or the Repayment Amount
may be reclassified, as the Borrower may elect from time to time, as having been incurred under the Ratio Incremental Amount if
the Borrower meets the applicable ratios under the Ratio Incremental Amount at such time on a pro forma basis.


 


“Incremental Assumption Agreement”
means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the
Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Lenders
or, in the case of any Escrow Incremental Term Loans, the Escrow Assumption Agreement in respect thereof.


 


“Incremental Assumption Agreement
No. 1” means the Incremental Assumption Agreement and Amendment No. 1 dated as of the Term B-1 Effective Date relating
to the Term B-1 Loans.


 


“Incremental Commitment”
means an Incremental Term Loan Commitment or an Incremental Revolving Commitment.


 


“Incremental Facility”
means the Incremental Commitments and the Incremental Loans made thereunder.


 


“Incremental Lenders”
has the meaning assigned to such term in Section 2.02(e).


 


“Incremental Loan” means
an Incremental Term Loan or an Incremental Revolving Loan.


 


“Incremental Revolving Commitment”
means the commitment of any Lender, established pursuant to Section 2.02, to make Incremental Revolving Loans to the Borrower.


 


“Incremental Revolving Lender”
means a Lender with an Incremental Revolving Commitment or an outstanding Incremental Revolving Loan.


 


“Incremental Revolving Loan”
means Revolving Loans made by one or more Revolving Lenders to the Borrower pursuant to an Incremental Revolving Commitment to
make additional Revolving Loans.


 




    - 28 -


     


    

“Incremental
Term A Facility” means any Incremental Term Facility designated by the Borrower as an “Incremental
Term A Facility.”


 


“Incremental
Term A Loans” means any term loans borrowed under an Incremental Term A Facility.


 


“Incremental Term Facility”
means the Incremental Term Loan Commitments and the Incremental Term Loans made thereunder.


 


“Incremental Term Lender”
means a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.


 


“Incremental Term Loan Commitment”
means the commitment of any Lender, established pursuant to Section 2.02, to make Incremental Term Loans to the Borrower. Any commitment
of any lender established pursuant to Section 2.02(d) to make Escrow Incremental Term Loans to an Escrow Borrower shall not constitute
Incremental Term Loan Commitments unless and until the Borrower has assumed all of the obligations of the Escrow Borrower with
respect thereto in accordance with Section 2.02(d).


 


“Incremental Term Loans”
means any term loans borrowed in connection with an Incremental Assumption Agreement. Any Escrow Incremental Term Loans shall not
constitute Incremental Term Loans unless and until the Borrower has assumed all of the obligations of the Escrow Borrower with
respect thereto in accordance with Section 2.02(d).


 


“Incurrence Based Amounts”
has the meaning assigned to such term in Section 1.07(a).


 


“Indebtedness” of any
Person at any date means, without duplication:


 


(1)  all
liabilities, contingent or otherwise, of such Person for borrowed money;


 


(2)  all
obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(3)  all
reimbursement obligations of such Person in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar
credit transactions;


 


(4)  all
obligations of such Person to pay the deferred and unpaid purchase price of property or services, except (i) trade payables and
accrued expenses incurred by such Person in the ordinary course of business and (ii) amounts accrued associated with contingent
consideration arrangements;


 


(5)  all
Capital Lease Obligations of such Person;


 


(6)  all
Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;


 


(7)  all
Indebtedness of others Guaranteed by such Person to the extent of such Guarantee; provided that Indebtedness of the Borrower
or its subsidiaries that is Guaranteed by the Borrower or the Borrower’s subsidiaries shall only be counted once in the calculation
of the amount of Indebtedness of the Borrower and its subsidiaries on a consolidated basis; and


 


(8)  all
obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person
(excluding obligations arising from inventory transactions in the ordinary course of business).


 


The amount of any Indebtedness which is incurred at a discount
to the principal amount at maturity thereof as of any date shall be deemed to have been incurred at the accreted value thereof
as of such date. The amount of


 




    - 29 -


     


    

Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent
obligations at such date and, in the case of clause (6), the lesser of (a) the Fair Market Value of any asset subject to a Lien
securing the Indebtedness of others on the date that the Lien attaches and (b) the amount of the Indebtedness secured.


 


“Indemnified Taxes” means
all Taxes other than Excluded Taxes.


 


“Indemnitee” has the
meaning assigned to such term in Section 9.04(b).


 


“Information” has the
meaning assigned to such term in Section 9.13.


 


“Insolvent” with respect
to any Multiemployer Plan means the condition that such Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA.


 


“Intellectual Property”
means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under
United States, multinational or foreign laws or otherwise, including copyrights, patents, trademarks, service marks, trade dress,
internet domain names, software, data, databases, technology, know-how, trade secrets, processes and other confidential or proprietary
information, together with all registrations and applications for registration thereof, all licenses thereof or pertaining thereto,
and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all
proceeds and damages therefrom.


 


“Interest Coverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for
the Test Period most recently ended on or prior to such date of determination to (b) Consolidated Interest Expense for such Test
Period.


 


(A)  The
Interest Coverage Ratio shall be calculated for any period after giving effect on a pro forma basis (as if they had occurred on
the first day of the applicable Test Period) to:


 


(1)  the
incurrence of any Indebtedness of the Borrower or any Restricted Subsidiary (and the application of the proceeds thereof) and any
repayment, repurchase, defeasance or other discharge of Indebtedness (and the application of the proceeds therefrom) (other than
the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving
credit arrangement) occurring during the applicable Test Period or (except when calculating the Interest Coverage Ratio for purposes
of determining actual compliance (and not pro forma compliance or compliance on a pro
forma basis) with Section 6.10) at any time subsequent to the last day of such Test Period and on or prior
to the date of determination, as if such incurrence, repayment, issuance or redemption, as the case may be (and the application
of the proceeds thereof), occurred on the first day of the Test Period; and


 


(2)  any
(w) Asset Sale, (x) asset sale if the Fair Market Value of the assets sold in such transaction or series of related transactions
exceeds $2,000,000 individually, which is solely excluded from the definition of Asset Sale pursuant to clause (7) of such definition,
(y) Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as
a result of the Borrower or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of
such Asset Acquisition or as a result of a Revocation) incurring Indebtedness pursuant to Section 6.01(j) and also including any
Consolidated EBITDA associated with any such Asset Acquisition) or (z) operational restructuring (each, a “pro
forma event”) (including any cost savings and cost synergies resulting from head count reduction, closure
of facilities and similar operational and other cost savings, cost synergies, operating expense reductions, restructurings, cost
savings initiatives or other initiatives relating to such pro forma event occurring within
24 months (or expected, in the good faith determination of the Borrower, to result from actions that have been taken or initiated
or expected to be taken within 24 months) of such pro forma event and during such period
or (except when calculating the Interest Coverage Ratio for purposes of determining actual compliance (and not pro
forma compliance or compliance on a pro forma basis with Section
6.10) with Section 6.10) subsequent to such period and on or prior to the date of such 


 




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calculation,
in each case that are expected to have a continuing impact and are factually supportable, and which adjustments the Borrower determines
are reasonable as set forth in an Officer’s Certificate; provided that the aggregate
amount of all such cost savings and cost synergies pursuant to this clause (A)(2) and the second paragraph of the definition of
“Consolidated EBITDA” shall in no event exceed 25% of Consolidated EBITDA for such period calculated after giving effect
to such pro forma adjustments) occurring during the Test Period or at any time subsequent to the last day of the Test Period and
on or prior to the date of determination, as if such pro forma event occurred on the first day of the Test Period, and, provided,
further, that asset sales described in clause (A)(2)(x) in an aggregate amount not to
exceed $50,000,000 in any Test Period shall not be required to be given pro forma effect;
and


 


(B)  in
calculating Consolidated Interest Expense for purposes of the Interest Coverage Ratio with respect to any Indebtedness being given
pro forma effect:


 


(1)  interest
on outstanding Indebtedness determined on a fluctuating basis as of the date of determination and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness
in effect on the date of determination;


 


(2)  if
interest on any Indebtedness actually incurred on the date of determination may optionally be determined at an interest rate based
upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect
on the date of determination will be deemed to have been in effect during the Test Period;


 


(3)  notwithstanding
clause (1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by
agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the
operation of the agreements governing such Hedging Obligations;


 


(4)  interest
on any Indebtedness under a revolving credit facility shall be computed based upon the average daily balance of such Indebtedness
during the Test Period; and


 


(5)  interest
on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or
accounting officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.


 


“Interest Election Request”
means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.


 


“Interest Payment Date”
means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurocurrency
Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period
that occurs at intervals of three months’ duration after the first day of such Interest Period.


 


“Interest Period” means,
as to any Eurocurrency Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurocurrency Loan and ending one week, one month, two months, three months or six months (or, if available to all
Lenders under the applicable Facility, twelve months) thereafter, as selected by the Borrower in its notice of borrowing or notice
of conversion, as the case may be, given with respect thereto, and (b) thereafter, each period commencing on the last day of the
next preceding Interest Period applicable to such Eurocurrency Loan and ending one week, one month, two months, three months or
six months (or, if agreed to by all Lenders under the applicable Facility, twelve months or such other, shorter period) thereafter,
as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 12:00 noon, New York City time (or
in the case of an Alternative Currency, 11:00 a.m., London time), on the date that is three Business Days prior to the last day
of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest
Periods are subject to the following:


 




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(i)  if
any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month
in which event such Interest Period shall end on the immediately preceding Business Day;


 


(ii)  the
Borrower may not select an Interest Period for a Revolving Loan that would extend beyond the Revolving Termination Date or an Interest
Period for a Term Loan that would extend beyond the date the final payment is due on such Term Loan; and


 


(iii)  any
Interest Period of at least one month’s duration that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last
Business Day of a calendar month.


 


“Interpolated Rate” means,
at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the relevant Screen
Rates) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be
equal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Rate (for the longest period
for which the applicable Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period
and (b) the applicable Screen Rate for the shortest period (for which such Screen Rate is available for the applicable currency)
that exceeds the Impacted Interest Period, in each case, as of the Specified Time on the Quotation Day for such Interest Period.
When determining the rate for a period which is less than the shortest period for which the relevant Screen Rate is available,
the applicable Screen Rate for purposes of paragraph (a) above shall be deemed to be the overnight screen rate where “overnight
screen rate” means, in relation to any currency, the overnight rate for such currency determined by the Administrative Agent
from such service as the Administrative Agent may select.


 


“Investment
Grade Rating” means a rating equal to or higher
than (i) Baa3 (or the equivalent with a stable or better
outlook) if by Moody’s, (ii) BBB- (or the equivalent with a stable or better outlook) if by Standard & Poor’s or
(iii) BBB- (or the equivalent with a stable or better outlook) if by Fitch.


 


“Investments” has the
meaning assigned to such term in Section 6.11.


 


“ISP” means, with respect
to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking
Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).


 


“Issuing Bank” means
JPMorgan Chase Bank, N.A., Bank of America, N.A., and each other Issuing Bank designated pursuant to Section 2.17(j), each in its
capacity as an issuer of Letters of Credit, and its successors in such capacity as provided in Section 2.17(i).


 


“Joinder and Reaffirmation Agreement”
means an agreement in substantially the form of Exhibit J or otherwise in form and substance reasonably satisfactory to
the Administrative Agent.


 


“Judgment Currency” has
the meaning assigned to such term in Section 9.14.


 


“Junior Debt” means Indebtedness
for borrowed money that is by its terms subordinated or junior in right of payment
or security to the Obligations, in each case with an aggregate outstanding principal
amount in excess of $50,000,000.100,000,000.


 


“Junior Debt Restricted Payment”
means, any payment or other distribution (whether in cash, securities or other property), directly or indirectly made by the Borrower
or any if its Restricted Subsidiaries, of or in respect of principal of or interest on any Junior Debt (or any Indebtedness incurred
as Refinancing Indebtedness in respect thereof); provided that the following shall not constitute a Junior Debt Restricted
Payment:


 


(a)  refinancings
with any Refinancing Indebtedness permitted to be incurred under Section 6.01;


 




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(b)  payments
of regularly scheduled interest and fees due thereunder, other non-principal payments thereunder, any mandatory prepayments of
principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Debt from constituting “applicable
high yield discount obligations” within the meaning of Section 163(i)(l) of the Code, and principal
on the scheduled, to the extent occurring within the
period that constitutes the final 365 days prior to the maturity date of anysuch
Junior Debt, principal repayments or prepayments;


 


(c)  payments
or distributions in respect of all or any portion of the Junior Debt with the proceeds from the issuance, sale or exchange by the
Borrower of Qualified Equity Interests within eighteen months prior thereto; or


 


(d)  the
conversion of any Junior Debt to Qualified Equity Interests of the Borrower.


 


“Latest Maturity Date”
means, at any date of determination, the latest of the latest Revolving Termination Date and the latest maturity date in respect
of any Class of Term Loans, in each case then in effect on such date of determination.


 


“LC Commitment Amount”
means, as to each Issuing Bank as of the Amendment No. 56
Effective Date, an amount not to exceed the amount set forth under the heading “LC Commitment Amount” opposite such
Issuing Bank’s name on Schedule I of Amendment No. 5,6,
and as to any other Revolving Lender that may become an Issuing Bank under Section 2.17(j), the amount agreed in writing between
such Issuing Bank and the Borrower, in each case as such amount may be increased as agreed in writing between the applicable Issuing
Bank and the Borrower.


 


“LC Disbursement” means
a payment made by the Issuing Bank pursuant to a demand for payment or drawing under a Letter of Credit.


 


“LC Exposure” means,
at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC
Exposure of any Lender at any time shall be its Revolving Commitment Percentage of the total LC Exposure at such time. For purposes
of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired
by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit
shall be deemed to be “outstanding” in the amount so remaining available to be drawn.


 


“LC Participation Calculation Date”
means, with respect to any LC Disbursement made by the Issuing Bank or any refund of a reimbursement payment made by the Issuing
Bank to the Borrower, in each case in a currency other than Dollars, (a) the date on which such Issuing Bank shall advise the Administrative
Agent that it purchased with Dollars the currency used to make such LC Disbursement or refund or (b) if such Issuing Bank shall
not advise the Administrative Agent that it made such a purchase, the date on which such LC Disbursement or refund is made.


 


“LCT Election” has the
meaning assigned to such term Section 1.08.


 


“LCT Test Date” has the
meaning assigned to such term Section 1.08.


 


“Lead Arrangers” means,
collectively, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Deutsche Bank Securities Inc.,
BNP Paribas Securities Corp. and Goldman Sachs Lending Partners LLCBank
USA, as joint lead arrangers and joint bookrunners, together with the Amendment No. 3 Lead Arrangers, the Amendment
No. 3 Co-Managers, Amendment No. 4 Co-Managers, the Amendment No. 4 Lead Arrangers,
the Amendment No. 5 Lead Arrangers and the Amendment No. 56
Lead Arrangers.


 


“Lender Presentations”
means the (i) Lender Presentation made available to the Lenders in connection with the Lender meeting held on September 17, 2015
with respect to the Revolving Facility and this Agreement and (ii)


 




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Lender Presentation made available to the
Lenders in connection with the Lender meeting held on October 27, 2015 with respect to the Term B-1 Facility and this Agreement.


 


“Lenders” means the Persons
listed on Schedule 1.01A and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or
any Incremental Assumption Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption.


 


“Letter of Credit” means
any letter of credit issued pursuant to Section 2.17.


 


“LIBOR Quoted Currency”
means Dollars, Euros, Sterling and Yen.


 


“LIBOR Screen Rate” means,
for any day and time, with respect to any Eurocurrency Borrowing for any LIBOR Quoted Currency and for any Interest Period,
the London interbank offered rate as administered by the
ICE Benchmark AssociationAdministration
(or any other Person that takes over the administration of such rate) for such
LIBOR Quoted Currency for a period equal in length to such Interest Period as displayed on such
day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that
displays such rate (or, in the event such rate does not appear on either of sucha
Reuters pagespage or
screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such
other information service that publishes such rate from time to time
as shall be selected by the Administrative Agent from
time to time in its reasonable discretion); provided
that if the LIBOR Screen Rate as so determined would be less than zero, such rate shall be deemed to zero for the purposes of this
Agreement.


 


“Lien” means, with respect
to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, easement, charge, security interest or other encumbrance
of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including
the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing) relating to such asset. “Lien” shall not,
however, include any interest of a vendor in any inventory of the Borrower or any of its Restricted Subsidiaries arising out of
such inventory being subject to a “sale or return” arrangement with such vendor or any consignment by any third party
of any inventory to the Borrower or any of its Restricted Subsidiaries.


 


“Limited Condition Transaction”
means (x) any acquisition or Investment, including by way of merger, amalgamation, consolidation or other business combination
or the acquisition of Equity Interests or otherwise, by one or more of the Borrower and its Restricted Subsidiaries of or in any
assets, business or Person or any loans, in each case, whose
consummation is not conditioned on the availability of, or on obtaining, third party financing,
including, for the avoidance of doubt, the Match Loan or (y) any redemption, purchase, repurchase, defeasance, satisfaction
and discharge or repayment of Indebtedness, Disqualified Equity Interests or Preferred Stock by one or more of the Borrower and
its Restricted Subsidiaries requiring irrevocable notice in advance of such redemption, purchase, repurchase, defeasance, satisfaction
and discharge or prepayment.


 


“Loan Documents” means
the collective reference to this Agreement, the Guarantee Agreement, the Collateral Documents (other
than during a Collateral Suspension Period), any Incremental Assumption Agreement, any promissory note issued pursuant
to Section 2.07(a), the Letters of Credit and any amendments or waivers to any of the foregoing.


 


“Loan Parties” means
the collective reference to the Borrower and the Subsidiary Guarantors.


 


“Loans” means the loans
made by the Lenders to the Borrower pursuant to this Agreement.


 


“Local Screen Rates”
means the Australian Dollar Screen Rate and the CDOR Screen Rate; provided that, if any Local Screen Rate shall be less
than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Match Group” means the
Borrower and its subsidiaries.


 




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“Match Offering” means
the issuance by the Borrower of up to an aggregate of 20% of the economic interest represented by all outstanding capital stock
of the Borrower as of the date of the Match Offering (after giving pro forma effect to the issuance of such capital stock in such
offering) in an initial underwritten public offering pursuant to an effective registration statement filed with the SEC pursuant
to the Securities Act.


 


“Match
Transaction Distributions” means dividends or distributions of cash and other property from the Match
Group to the IAC Group (i) of a combination of cash and/or Pre-IPO Notes which, in the aggregate, do not exceed the net cash proceeds
of the Match Offering, (ii) of a combination of the net cash proceeds of certain Indebtedness incurred by the Match Group on or
prior to the date of the Match Offering and/or debt securities issued by Match or IAC (including the Senior Notes) which, in the
aggregate, do not exceed $1,500,000,000, in each case, designated by the Borrower as incurred in connection with the Match Offering,
(iii) of any cash on the balance sheet of the Match Group on the Closing Date and any cash flow of the Match Group accruing from
and after the Closing Date until the date of the Match Offering and (iv) without duplication, in an amount equal to any proceeds
from cash common equity contributions received by the Match Group after the Closing Date and prior to the date of the Match Offering,
in each case so long as, on a pro forma basis after giving effect thereto and to the other transactions consummated in connection
therewith, (x) the Borrower is in compliance with Section 6.10 (whether or not the Testing Condition is met), (y) no Default or
Event of Default shall have occurred and be continuing and (z) in the case of any dividend or distribution under clause (iii) above
occurring on or after the Separation Date, on the date of such distribution, (A) the Consolidated Net Leverage Ratio is equal to
or less than 4.50 to 1.00 and (B) no Loans are outstanding under the Revolving Facility.


 


“Match Transactions”
means, the Match Offering, and in connection therewith, the entry into a number of related transactions and agreements with the
IAC Group, including, but not limited to:


 


(a)  
(a)entry into and consummation of the transactions contemplated
under a master transaction agreement, an investor rights agreement, a services agreement, a tax sharing agreement, an employee
matters agreement and similar agreements and arrangements and the transactions in connection therewith;


 


(b)  
(b)the IAC/Match Intercompany Debt;


 


(c)  
(c)the Match Transaction Distributions (as
defined in the Original Credit Agreement);


 


(d)  
(d)the entry into the Original Credit Agreement and any Incremental
Assumption Agreements and performance of the obligations hereunder and thereunder and any related agreements, including any guarantee
agreements or pledge agreements; and


 


(e)  
(e)the creation of, and payments under, the IAC Subordinated
Debt Facility.


 


“Material Adverse Effect”
means a material adverse effect on (a) the business, operations, property or condition, financial or otherwise, of the Borrower
and its Restricted Subsidiaries taken as a whole that results in a material impairment of the ability of the Borrower to perform
any payment obligations hereunder or (b) the validity or enforceability of this Agreement or the other Loan Documents or the rights
or remedies of the Administrative Agent (including in its capacity as Collateral Agent) or the Lenders hereunder or thereunder.


 


“Material Domestic Subsidiary”
means any Wholly Owned Subsidiary that is a Domestic Subsidiary of the Borrower, as of the last day of the fiscal quarter of the
Borrower most recently ended for which financial statements have been or are required to have been delivered, that has assets or
revenues (including third party revenues but not including intercompany revenues) with a value in excess of 2.505.0%
of the consolidated assets of the Borrower and its Wholly Owned Subsidiaries that are Domestic Subsidiaries or 2.505.0%
of the consolidated revenues of the Borrower and its Wholly Owned Subsidiaries that are Domestic Subsidiaries; provided
that in the event Wholly Owned Subsidiaries that are Domestic Subsidiaries that would otherwise not be Material Domestic Subsidiaries
shall in the aggregate account for a percentage in excess of 7.5010.0%
of the consolidated assets of the Borrower and its Wholly Owned Subsidiaries that are Domestic Subsidiaries or 7.5010.0%
of the consolidated revenues of the


 




    - 35 -


     


    

Borrower and its Wholly Owned Subsidiaries
that are Domestic Subsidiaries as of the end of and for the most recently completed fiscal quarter, then one or more of such Domestic
Subsidiaries designated by the Borrower (or, if the Borrower shall make no designation, one or more of such Domestic Subsidiaries
in descending order based on their respective contributions to the consolidated assets of the Borrower), shall be included as Material
Domestic Subsidiaries to the extent necessary to eliminate such excess.


 


“Material Indebtedness”
means Indebtedness (other than the Loans), or obligations in respect of a Swap Agreement, of any one or more of the Borrower and
its Restricted Subsidiaries in an aggregate principal amount exceeding $50,000,000.150,000,000.
For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any
Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any
netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated
at such time.


 


“Material Subsidiary”
means any Restricted Subsidiary of the Borrower, as of the last day of the fiscal quarter of the Borrower most recently ended for
which financial statements have been, or were required to be, delivered pursuant to Section 5.01, that has assets or revenues (including
third party revenues but not including intercompany revenues) with a value in excess of 1.05.0%
of the consolidated assets of the Borrower or 1.05.0%
of the consolidated revenues of the Borrower; provided that in the event Restricted Subsidiaries that would otherwise not
be Material Subsidiaries shall in the aggregate account for a percentage in excess of 7.510.0%
of the consolidated assets of the Borrower or 7.510.0%
of the consolidated revenues of the Borrower as of the end of and for the most recently completed fiscal quarter for which financial
statements have been, or were required to be, delivered pursuant to Section 5.01, then one or more of such Restricted Subsidiaries
designated by the Borrower (or, if the Borrower shall make no designation, one or more of such Restricted Subsidiaries in descending
order based on their respective contributions to the consolidated assets of the Borrower), shall be included as Material Subsidiaries
to the extent necessary to eliminate such excess.


 


“Moody’s” means
Moody’s Investors Service, Inc. and its successors.


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Net Proceeds” means:


 


(a)  
100% of the cash proceeds actually received by the Borrower or any subsidiary (including any cash payments received by way
of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise,
but only as and when received) from any Asset Sale, net of (i) attorneys’ fees, accountants’ fees, investment banking
fees, survey costs, title insurance premiums, and related search and recording charges, transfer Taxes, deed or mortgage recording
Taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii)
required payments of Indebtedness (other than Indebtedness incurred under the Loan Documents or,
Other First Lien Debt or obligations secured by a Lien that is junior
to the Liens securing the Obligations) and required payments of other obligations relating to the applicable asset to
the extent such Indebtedness or other obligations are secured by a Lien permitted hereunder (other than pursuant to the Loan Documents,
Other First Lien Debt or obligations secured by a Lien that is junior to the Liens securing the Obligations), (iii) repayments
of Other First Lien Debt (limited to its proportionate share of such prepayment, based on the amount of such then outstanding debt
as a percentage of all then outstanding Indebtedness incurred under the Loan Documents and Other First Lien Debt), (iv) Taxes paid
or payable (in the good faith determination of the Borrower) as a direct result thereof, and (v) the amount of any reasonable reserve
established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any Taxes deducted
pursuant to clause (i) or (iv) above) (x) related to any of the applicable assets and (y) retained by the Borrower or any of the
Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations (provided that (1) the amount of any reduction of such reserve (other
than in connection with a payment in respect of any such liability), prior to the date occurring 18 months after the date of the
respective Asset Sale, shall be deemed to be cash proceeds of such Asset Sale occurring on the date of such reduction and (2) the
amount of any such reserve that is maintained as of the date occurring 18 months after the date of the applicable Asset Sale shall
be deemed to be Net Proceeds from such Asset Sale as of such date); provided, that, if the Borrower shall deliver an Officer’s
Certificate to the Administrative


 




    - 36 -


     


    

Agent promptly following receipt of any such
proceeds setting forth the Borrower’s intention to use any portion of such proceeds, within 1218
months of such receipt, to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the
Borrower and the Subsidiaries or to make Asset Acquisitions and other Investments permitted hereunder (excluding Cash Equivalents
or intercompany Investments in Subsidiaries) or to reimburse the cost of any of the foregoing incurred on or after the date on
which the Asset Sale giving rise to such proceeds was contractually committed (other than inventory), such portion of such proceeds
shall not constitute Net Proceeds except to the extent not, within 365 days of such receipt, so used or contractually committed
to be so used (it being understood that if any portion of such proceeds are not so used within such 365 day period but within such
365 day period are contractually committed to be used, then such remaining portion if not so used within 180 days following the
end of such 365 day period shall constitute Net Proceeds as of such date without giving effect to this proviso); provided,
further, that no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series
of related transactions shall constitute Net Proceeds unless such net cash proceeds shall exceed (x)
prior to the Term B-1 Loan Repayment Date, $50,000,000 and (y) on or after the Term B-1 Loan Repayment Date, $150,000,000
(and in each case thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds);


 


(b)  
100% of the cash proceeds actually received by the Borrower or any Subsidiary (including casualty insurance settlements
and condemnation awards, but only as and when received) from any Recovery Event, net of (i) attorneys’ fees, accountants’
fees, transfer Taxes, deed or mortgage recording Taxes on such asset, other customary expenses and brokerage, consultant and other
customary fees actually incurred in connection therewith, (ii) required payments of Indebtedness (other than Indebtedness incurred
under the Loan Documents or,
Other First Lien Debt or obligations secured by a Lien that is junior
to the Liens securing the Obligations) and required payments of other obligations relating to the applicable asset to
the extent such Indebtedness or other obligations are secured by a Lien permitted hereunder (other than pursuant to the Loan Documents,
Other First Lien Debt or obligations secured by a Lien that is junior to the Liens securing the Obligations), (iii) repayments
of Other First Lien Debt (limited to its proportionate share of such prepayment, based on the amount of such then outstanding debt
as a percentage of all then outstanding Indebtedness incurred under the Loan Documents and Other First Lien Debt, and (iv) Taxes
paid or payable (in the good faith determination of the Borrower) as a direct result thereof; provided, that, if the Borrower
shall deliver an Officer’s Certificate to the Administrative Agent promptly following receipt of any such proceeds setting
forth the Borrower’s intention to use any portion of such proceeds, within 365 days of such receipt, to acquire, maintain,
develop, construct, improve, upgrade or repair assets useful in the business of the Borrower and the Subsidiaries or to make Asset
Acquisitions and other Investments permitted hereunder (excluding Cash Equivalents or intercompany Investments in Subsidiaries)
or to reimburse the cost of any of the foregoing incurred on or after the date on which the Recovery Event giving rise to such
proceeds was contractually committed (other than inventory, except to the extent the proceeds of such Recovery Event are received
in respect of inventory), such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 365
days of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds
are not so used within such 365 day period but within such 365 day period are contractually committed to be used, then such remaining
portion if not so used within 180 days following the end of such 365 day period shall constitute Net Proceeds as of such date without
giving effect to this proviso); provided, further, that no net cash proceeds calculated in accordance with the foregoing
realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such net cash proceeds
shall exceed (x) prior to the Term B-1 Loan Repayment Date, $50,000,000 and (y) on or after the
Term B-1 Loan Repayment Date, $150,000,000 (and in each case thereafter only net cash proceeds in excess of such
amount shall constitute Net Proceeds); and


 


(c)  
100% of the cash proceeds from the incurrence, issuance or sale by the Borrower or any Subsidiary of any Indebtedness (other
than Excluded Indebtedness, except for Refinancing Term Loans), net of all fees (including investment banking fees), commissions,
costs and other expenses, in each case incurred in connection with such issuance or sale.


 


“New Term Lender” means
the Person listed on Schedule 12
to Amendment No. 4.6.


 


“Non-Consenting Lender”
has the meaning assigned to such term in Section 2.16(c).


 


“Non-Defaulting Lender”
means, at any time, each Lender that is not a Defaulting Lender at such time.


 




    - 37 -


     


    

“Non-Defaulting Revolving Lender”
means, at any time, each Revolving Lender that is not a Defaulting Lender at such time.


 


“Non-Extension Notice Date”
has the meaning assigned to such term in Section 2.17(b).


 


“Non-Loan Party” means
any Restricted Subsidiary other than a Loan Party.


 


“Non-Quoted Currency”
means each of Australian Dollars and Canadian Dollars.


 


“Non-U.S. Lender” means
any Lender that is not a U.S. Lender.


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


“NYFRB
Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight
Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day);
provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the
rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds
broker of recognized standing selected by it;
provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero
for purposes of this Agreement.


 


“Obligations” means the
unpaid principal of and interest on (including interest, fees and expenses accruing after the maturity of the Loans and interest,
fees and expenses accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest, fees and expenses
is allowed in such proceeding) the Loans, the obligations of the Loan Parties to reimburse the Issuing Bank for demands for payment
or drawings under a Letter of Credit, and all other obligations and liabilities of the Borrower to the Administrative Agent or
to any Secured Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred,
which may arise under, out of, or in connection with, this Agreement, any other Loan Document, any Specified Swap Agreement, any
Cash Management Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account
of principal, interest, fees, indemnities, costs, expenses or otherwise (including all fees, charges and disbursements of counsel
to the Administrative Agent, the Lead Arrangers or to any Lender that are required to be paid by the Borrower pursuant hereto).
Notwithstanding the foregoing, the Obligations shall not include any Excluded Swap Obligations.


 


“OFAC” means the U.S.
Department of the Treasury’s Office of Foreign Assets Control.


 


“Officer’s Certificate”
means a certificate of a Financial Officer in form and substance reasonably acceptable to the Administrative Agent.


 


“Original Credit Agreement”
has the meaning assigned to such term in the preamble to this Agreement.


 


“Original Revolving Credit Commitments”
means, as to any Lender, the obligation of such Lender to make Revolving Loans and to participate in Letters of Credit as set forth
in the Original Credit Agreement immediately prior to the Amendment No. 56
Effective Date.


 


“Other First Lien Debt”
means obligations secured by Liens on the Collateral that are equal and ratable with the Liens thereon securing the Term B-1 Loans
pursuant to an intercreditor agreement reasonably satisfactory to the Administrative Agent.


 


“Other Taxes” means all
present or future stamp, documentary, recording or similar Taxes or any other excise or property Taxes, charges or similar levies
arising from any payment made under any Loan Document or from the execution, delivery or enforcement or registration of, from the
receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.


 




    - 38 -


     


    

“Outstanding Revolving Credit”
means, with respect to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate then outstanding principal
amount of such Revolving Lender’s Revolving Loans and (b) such Revolving Lender’s LC Exposure.


 


“Overnight
Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings
by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth
on the Federal Reserve Bank of New York’s Website from time to time, and published on the next succeeding Business Day by
the NYFRB as an overnight bank funding rate.


 


“parent” has the meaning
assigned to such term in the definition of “subsidiary.”


 


“Parent Company” has
the meaning assigned to such term in the definition of “Bankruptcy Event.”


 


“Participant” has the
meaning assigned to such term in Section 9.05(c).


 


“Participant Register”
has the meaning assigned to such term in Section 9.05(c).


 


“Participating Member State”
means any member state of the EMU which has the Euro as its lawful currency.


 


“PBGC” means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Perfection Certificate”
means a certificate substantially in the form of Exhibit H or any other form approved by the Administrative Agent (acting
reasonably), as the same shall be supplemented from time to time by any supplement thereto or otherwise.


 


“Permitted Encumbrances”
means:


 


(a)  
(a)Liens imposed by law for Taxes, assessments or governmental
charges that are not yet due or are being contested in compliance with Section 5.04;


 


(b)  
(b)landlord’s, carriers’, warehousemen’s,
mechanics’, supplier’s, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the
ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance
with Section 5.04;


 


(c)  
(c)pledges and deposits made in the ordinary course of business
in compliance with workers’ compensation (or pursuant to letters of credit issued in connection with such workers’
compensation compliance), unemployment insurance and other social security laws or regulations;


 


(d)  
(d)deposits to secure the performance of tenders, bids, trade
contracts, leases, statutory obligations, surety and appeal bonds, performance bonds, leases, subleases, government contracts
and return-of-money bonds, letters of credit and other obligations of a like nature, in each case in the ordinary course of business
(exclusive of the obligation for the payment of borrowed money);


 


(e)  
(e)judgment liens in respect of judgments that do not constitute
an Event of Default under Section 7.01(j);


 


(f)  
(f)easements, zoning restrictions, rights-of-way, survey exception,
minor encumbrances, reservation of, licenses, electric lines, telegraph and telephone lines and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially
detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Restricted
Subsidiary;


 




    - 39 -


     


    

(g)  
(g)Liens securing obligations in respect of trade-related letters
of credit and covering the goods (or the documents of title in respect of such goods) financed or the purchase of which is supported
by such letters of credit and the proceeds and products thereof;


 


(h)  
(h)Liens upon specific items of inventory or other goods and
proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for
the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; and


 


(i)  
(i)Liens securing obligations in respect of letters of credit,
bank guarantees, warehouse receipts or similar instruments issued to support performance obligations (other than Obligations in
respect of Indebtedness) and trade-related letters of credit, in each case, outstanding on the Closing Date or issued thereafter
in and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit, banker’s
acceptances or bank guarantees and the proceeds and products thereof.


 


“Permitted Holders” means
any one or more of (a) IAC and its wholly owned subsidiaries, (b) Barry Diller, (c) each of the respective Affiliated Persons of
the Person referred to in clause (b) and (d) any Person a majority of the aggregate voting power of all the outstanding classes
or series of the equity securities of which are beneficially owned by any one or more of the Persons referred to in clauses (a),
(b) or (c).


 


“Permitted Liens” means
Liens permitted by Section 6.02.


 


“Permitted Mandatory Prepayments”
means with respect to any Indebtedness, any requirement to prepay such Indebtedness (i) in connection with any asset sale or event
of loss (with associated reinvestment rights), (ii) in respect of Refinancing Indebtedness, (iii) in respect of Indebtedness not
permitted to be incurred by the terms of such Indebtedness, (iv) in connection with any cash sweep provisions customary in the
determination of the Borrower for term loan B facilities or (v) in connection with any change of control.


 


“Permitted Ratio Debt”
means Permitted Secured Ratio Debt and Permitted Unsecured Ratio Debt.


 


“Permitted Secured Ratio Debt”
means Indebtedness of the Borrower so long as, (I) on a pro forma basis after giving effect thereto and the use of proceeds
thereof (calculated (x) as if any outstanding commitments for all such Indebtedness, Permitted
Unsecured Ratio Debt and Incremental Commitments were fully drawn on the effective date thereof and (y) excluding
any cash constituting proceeds of any such Indebtedness or any simultaneous incurrence of Permitted
Unsecured Ratio Debt and/or Incremental Facilities), the Consolidated Net Leverage Ratio is equal to or less than 4.50 to 1.00
and the Secured Net Leverage Ratio is equal to or less than (x) prior to the Term B-1 Loan Repayment Date, 2.25 to 1.00 (or, if
such Permitted Secured Ratio Debt is incurred in connection with the Match Transactions, 4.00 to 1.00) and (y) on or after the
Term B-1 Loan Repayment Date,), the Secured Net Leverage
Ratio is equal to or less than 3.50 to 1.00, in each case, only on the date of the initial incurrence of (or commitment
in respect of) such Indebtedness, (II) nosubject
to Section 1.08, no Event of Default shall have occurred and be continuing after giving effect thereto, (III) the
Borrower shall be in compliance with Section 6.10 (whether or not the Testing Condition is satisfied) as of the last day of the
most recent Test Period on a pro forma basis after giving effect to the incurrence of
any such Indebtedness and the use of proceeds thereof[reserved],
(IV) the maturity date of such Indebtedness (other than a Term A Facility)
shall be no earlier than 90 days following the Latest Maturity Date
then in effect (other than for customary bridge financings, which, subject
to customary conditions, would be automatically converted into or required to be exchanged for permanent financing which satisfies
the requirements of this clause (IV)) and such Indebtedness shall not require any mandatory prepayments other than Permitted
Mandatory Prepayments, (V) such Indebtedness (other than a Term A Facility)
(w) shall not require scheduled amortization payments (excluding the final installment thereof) in excess of 1.00% per annum
of the original aggregate principal amount thereof, (x) shall not have a Weighted Average Life to Maturity that is shorter than
the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans,
(y) shall have no financial maintenance covenants of a different type than those set forth in Section 6.10, and no financial maintenance
covenants that are more restrictive than those set forth in Section 6.10, as determined in good faith (other
than for customary bridge financings, which, subject to customary conditions, would be automatically converted into or required
to be exchanged for permanent financing which satisfies the requirements of this clause (x)), and (y) (i) shall reflect market
terms and conditions (taken as a whole) at the time (as determined by the


 




    - 40 -


     


    

Borrower,
and (z) does in good faith) or (ii) shall
not have negative covenants, financial covenants and/or default
provisions that, taken as a whole, are materially more restrictive than those applicable to this Agreement as determined in good
faith by the Borrower unless, in each case of clauses (y) and (z) such terms become
applicable only after the Revolving Facility shall have matured or been terminated and any Term Loans existing on the date of the
initial incurrence of (or commitment in respect of) such Indebtedness have been paid in full, (VI) such Indebtedness is not guaranteed
by any subsidiaries of the Borrower that do not guarantee the Obligations and is secured on an equal and ratable or junior lien
basis by the same Collateral (and no additional Collateral) securing the Obligations pursuant to an intercreditor agreement reasonably
satisfactory to the Administrative Agent and (VII) if such Indebtedness is in the form of term loans secured
by the Collateral on a pari passu basis with the Obligation, such Indebtedness shall be subject to the “most-favored
nations” provision of Section 2.02(b)(v) as if such Indebtedness was incurred as an Incremental Term Loan under this Agreement
(and with pricing increases with respect to the Term B-1 Loans to occur as, and to the extent provided in the “most favored
nations” provision of Section 2.02(b)(v) as if such Indebtedness was incurred as an Incremental Term Loan hereunder); provided
that the Escrow Assumption with respect to any Escrow Permitted Ratio Debt shall not be permitted unless on the date thereof (after
giving effect thereto) the conditions set forth above would be satisfied if the Borrower was borrowing such Permitted Ratio Debt
on the date of such Escrow Assumption; provided further any Escrow Permitted Ratio Debt shall not constitute Permitted Unsecured
Ratio Debt unless the Escrow Assumption with respect thereto shall have occurred.


 


“Permitted Unsecured Ratio Debt”
means unsecured Indebtedness of the Borrower so long as, (I) on a pro forma basis after giving effect thereto and the use of proceeds
thereof (calculated (x) as if any outstanding commitments for all such Indebtedness, Permitted
Secured Ratio Debt and Incremental Commitments were fully drawn on the effective date thereof and (y) excluding
any cash constituting proceeds of such Indebtedness or any simultaneous incurrence of Permitted
Secured Ratio Debt and/or Incremental Facilities), the Consolidated Net Leverage Ratio is equal to or less than
4.50 to 1.00 only on the date of the initial incurrence of (or commitment in respect of) such Indebtedness,
and (II) nosubject
to Section 1.08, no Event of Default shall have occurred and be continuing after giving effect thereto, (III) the
Borrower shall be in compliance with Section 6.10 (whether or not the Testing Condition is satisfied) on a pro forma basis as of
the last day of the most recently completed Test Period after giving effect to the incurrence of any such Indebtedness and the
use of proceeds thereof[reserved], (IV) other
than with respect to either Indebtedness the aggregate principal amount of which does not exceed the greater of $50,000,00075,000,000
and 2.03.0%
of Total Assets or Indebtedness issued in exchange for the IAC 2012 Senior Notes in connection
with the Match Transactions, the maturity date of such Indebtedness (other
than Term A Facility) shall be no earlier than 90 days following the
Latest Maturity Date then in effect (other than for customary bridge
financings, which, subject to customary conditions, would be automatically converted into or required to be exchanged for permanent
financing which satisfies the requirements of this clause (IV)) and such Indebtedness shall not require any mandatory
prepayments other than Permitted Mandatory Prepayments, (V) such Indebtedness (other
than a Term A Facility) (w) shall not require scheduled amortization payments (excluding the final installment thereof)
in excess of 1.00% per annum of the original aggregate principal amount thereof, (x) shall not have a Weighted Average Life to
Maturity that is shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans,
(y) shall have no financial maintenance covenants of a different type than those set forth in Section 6.10, and no financial maintenance
covenants that are more restrictive than those set forth in Section 6.10, as determined in good faith (other
than for customary bridge financings, which, subject to customary conditions, would be automatically converted into or required
to be exchanged for permanent financing which satisfies the requirements of this clause (x)), and (y) (i) shall reflect market
terms and conditions (taken as a whole) at the time (as determined by the Borrower and
(z) doesin good faith) or (ii) shall not
have negative covenants, financial covenants and/or default
provisions that, taken as a whole, are materially more restrictive than those applicable to this Agreement as determined in good
faith by the Borrower unless, in each case of clauses (y) and (z) such terms become
applicable only after the Revolving Facility shall have matured or been terminated and any Term Loans existing on the date of the
initial incurrence of (or commitment in respect of) such Indebtedness have been paid in full and (VI) such Indebtedness shall not
be guaranteed by any subsidiaries of the Borrower other than Guarantees by the Subsidiary Guarantors that by their terms are subordinated
in right of payment to the Obligations; provided that the Escrow Assumption with respect to any Escrow Permitted Ratio Debt
shall not be permitted unless on the date thereof (after giving effect thereto) the conditions set forth above would be satisfied
if the Borrower was borrowing such Permitted Ratio Debt on the date of such Escrow Assumption; provided further, any Escrow
Permitted Ratio Debt shall not constitute Permitted Unsecured Ratio Debt until the Escrow Assumption with respect thereto shall
have occurred.


 




    - 41 -


     


    

“person” and “group”
have the meanings given to them for purposes of Section 13(d) and 14(d) of the Exchange Act or any successor provisions, and the
term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the
meaning of rule 13d-5(b)(1) under the Exchange Act, or any successor provision.


 


“Person” means any individual,
corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company,
trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind.


 


“Plan” means an “employee
pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), subject to the provisions of
Section 302 and Title IV of ERISA or Section 412 of the Code, and in respect of which the Borrower or any ERISA Affiliate is (or
if such plan were terminated, would under Section 4062 or 4069 of ERISA be deemed to be) an “employer” as defined in
Section 3(5) of ERISA.


 


“Platform” has the meaning
assigned to such term in Section 9.18.


 


“Pledge Agreement” means
the Pledge Agreement by the Borrower and the Subsidiary Guarantors, substantially in the form of Exhibit D.


 


“Pre-IPO
Note” means any intercompany debt (i) owed by the Borrower to any member of the IAC Group, (ii) incurred
within 30 days prior to the Match Offering, (iii) having a maturity not in excess of 30 days, (iv) that by its terms is subordinated
in right of payment to the obligations under the Senior Secured Credit Facilities, and (v) that is designated as such by the Borrower.


 


“Preferred Stock” means,
with respect to any Person, any and all preferred or preference stock or other equity interests (however designated) of such Person
whether now outstanding or issued after the Closing Date.


 


“Pricing Grid” means
the table below:


 


	Consolidated Net Leverage Ratio	Commitment Fee Rate	Applicable Rate for

Eurocurrency Loans	Applicable Rate for

ABR Loans
	>4.25:1.00	0.40%	2.252.125%	1.251.125%
	<4.25:1.00 but >3.25:1.00	0.35%	2.001.875%	1.000.875%
	<3.25:1.00 but >2.25:1.00	0.30%	1.751.625%	0.750.625%
	<2.25:1.00	0.25%	1.501.375%	0.500.375%


 


For the purposes of the Pricing Grid, changes in the Applicable
Rate and Commitment Fee Rate resulting from changes in the Consolidated Net Leverage Ratio shall become effective on the date (the
“Adjustment Date”) on which financial statements are delivered to the Lenders pursuant to Section 5.01 and shall
remain in effect until the next change to be effected pursuant to this paragraph. Notwithstanding the foregoing, if any financial
statements referred to above are not delivered within the time periods specified in Section 5.01, then, until the date on which
such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid shall apply. In addition,
at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the
Pricing Grid shall apply. Each determination of the Consolidated Net Leverage Ratio pursuant to the Pricing Grid shall be made
in a manner consistent with the determination thereof pursuant to Section 6.10.


 


“Prime Rate” means the
rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as
its prime rate in effect at its principal office in New York City; eachlast
quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such
rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519)
(Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate
quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by
the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change
is publicly announced or quoted as being effective.


 




    - 42 -


     


    

“Princeton
Review Group” means the line of business operated by TPR Education Offshore Holdings LLC and its subsidiaries
as of the Term B-1 Effective Date as reasonably determined by the Borrower.Pro
forma basis” or “pro forma effect” means, with respect to any determination of the Secured Net Leverage Ratio,
the Consolidated Net Leverage Ratio, the Interest Coverage
Ratio, Consolidated EBITDA, Consolidated Net Income or Total
Assets (including component definitions thereof), that each Subject Transaction shall be deemed to have occurred as of the first
day of the applicable Test Period (or, in the case of Total Assets (or with respect to any determination pertaining to the balance
sheet, including the acquisition of cash and Cash Equivalents in connection with an acquisition of a Person, business line, unit,
division or product line), as of the last day of such Test Period) with respect to any test or covenant for which such calculation
is being made and that:


 


(a)  
(i) in the case of (A) any Disposition of all or substantially all of the
Equity Interests of any Restricted Subsidiary or any division and/or product line of the Borrower or any Restricted Subsidiary
or (B) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary, income statement items (whether positive or negative)
attributable to the property or Person subject to such Subject Transaction, shall be excluded as of the first day of the applicable
Test Period with respect to any test or covenant for which the relevant determination is being made and (ii) in the case of any
permitted acquisition, Investment and/or designation of an Unrestricted Subsidiary as a Restricted Subsidiary described in the
definition of the term “Subject Transaction”, income statement items (whether positive or negative) attributable to
the property or Person subject to such Subject Transaction shall be included as of the first day of the applicable Test Period
with respect to any test or covenant for which the relevant determination is being made,


 


(b)  
any retirement or repayment of Indebtedness (other than normal fluctuations
in revolving Indebtedness incurred for working capital purposes) shall be deemed to have occurred as of the first day of the applicable
Test Period with respect to any test or covenant for which the relevant determination is being made,


 


(c)  
any Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries
in connection therewith shall be deemed to have occurred as of the first day of the applicable Test Period with respect to any
test or covenant for which the relevant determination is being made; provided that (x) if such Indebtedness has a floating or
formula rate, such Indebtedness shall have an implied rate of interest for the applicable Test Period for purposes of this definition
determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date of determination
(taking into account any interest hedging arrangements applicable to such Indebtedness), (y) interest on any obligation with respect
to any Financing Lease shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest
implicit in such Financing Lease in accordance with GAAP (or, if not implicit, as otherwise determined in accordance with GAAP)
and (z) interest on any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar
rate, a Eurocurrency interbank offered rate or other rate shall be determined to have been based upon the rate actually chosen,
or if none, then based upon such optional rate chosen by the Borrower, and


 


(d)  
the acquisition of any assets (including cash and Cash Equivalents) included
in calculating Total Assets, whether pursuant to any Subject Transaction or any Person becoming a subsidiary or merging, amalgamating
or consolidating with or into the Borrower or any of its subsidiaries, or the Disposition of any assets (including cash and Cash
Equivalents) included in calculating Total Assets described in the definition of “Subject Transaction” shall be deemed
to have occurred as of the last day of the applicable Test Period with respect to any test or covenant for which such calculation
is being made.


 


“Pro Rata Extension Offer”
has the meaning assigned to such term in Section 2.19(a).


 


“PTE” means a prohibited
transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


“Public Lender” has the
meaning assigned to such term in Section 9.18.


 


“Purchase Offer” has
the meaning assigned to such term in Section 2.21(a).


 




    - 43 -


     


    

“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


“QFC
Credit Support” has the meaning assigned to it in Section 9.20.


 


“Qualified Equity Interests”
of any Person means Equity Interests of such Person other than Disqualified Equity Interests. Unless otherwise specified, Qualified
Equity Interests refer to Qualified Equity Interests of the Borrower.


 


“Quotation Day” means,
with respect to any Eurocurrency Borrowing for any Interest Period, (i) if the currency is Sterling, Australian Dollars or Canadian
Dollars, the first day of such Interest Period, (ii) if the currency is Euro, two TARGET2 Days before the first day of such Interest
Period, (iii) for any other currency, two Business Days prior to the commencement of such Interest Period (unless, in each case,
market practice differs in the relevant market where the Eurocurrency Rate for such currency is to be determined, in which case
the Quotation Day will be determined by the Administrative Agent in accordance with market practice in such market (and if quotations
would normally be given on more than one day, then the Quotation Day will be the last of those days)).


 


“Ratio Incremental Amount”
has the meaning assigned to such term in the definition of “Incremental Amount.”


 


“Recipient” means (a)
the Administrative Agent, (b) any Lender or (c) any Issuing Bank, as applicable.


 


“Reconciliation” has
the meaning assigned to such term in Section 5.01.


 


“Recovery Event” means
any event that gives rise to the receipt by the Borrower or any of its Subsidiaries of any insurance proceeds or condemnation awards
in respect of any equipment, fixed assets or real property (including any improvements thereon).


 


“Reference
Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) supplied
to the Administrative Agent at its request by the Reference Banks (as the case may be) as of the Specified Time on the Quotation
Day for Loans in the applicable currency and the applicable Interest Period:


 


(a)  in
relation to Loans in Australian Dollars, as the bid rate observed by the relevant Reference Bank for Australian Dollars denominated
bank accepted bills and negotiable certificates of deposit issued by banks which are for the time being designated “Prime
Banks” by the Australian Financial Markets Association that have a remaining maturity equal to the relevant Interest Period;


 


(b)  in
relation to Loans in Canadian Dollars, as the rate at which the relevant Reference Bank is willing to extend credit by the purchase
of bankers acceptances which have been accepted by banks which are for the time being customarily regarded as being of appropriate
credit standing for such purpose with a term to maturity equal to the relevant period; and


 


(c)  in
relation to Loans in any currency other than AUD, CAD and Euros, as the rate at which the relevant Reference Bank could borrow
funds in the London interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then
accepting interbank offers in reasonable market size in that currency and for that period;


 


provided, that if
any Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement


 


“Reference
Banks” means such banks as may be selected by the Administrative Agent (subject to consent by each such
Reference Bank) and are reasonably acceptable to the Borrower.


 


“refinance” means, in
respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, or to issue other Indebtedness in exchange or
replacement for, such Indebtedness.


 




    - 44 -


     


    

“Refinanced Indebtedness”
has the meaning assigned to such term in the definition of “Refinancing Indebtedness.”


 


“Refinancing Amendment”
has the meaning assigned to such term in Section 2.20(e).


 


“Refinancing Effective Date”
has the meaning assigned to such term in Section 2.20(a).


 


“Refinancing
Equivalent Debt” has the meaning assigned to such term in Section 2.20(h).


 


“Refinancing Indebtedness”
means Indebtedness of the Borrower or a Restricted Subsidiary incurred in exchange for, or the proceeds of which are used to redeem
or refinance in whole or in part, any Indebtedness of the Borrower or any Restricted Subsidiary (the “Refinanced Indebtedness”);
provided that:


 


(a)  the
principal amount (and accreted value, in the case of Indebtedness issued at a discount) of the Refinancing Indebtedness does not
exceed the principal amount (and accreted value, as the case may be) of the Refinanced Indebtedness plus the amount of accrued
and unpaid interest on the Refinanced Indebtedness, any premium paid to the holders of the Refinanced Indebtedness and expenses
incurred in connection with the incurrence of the Refinancing Indebtedness;


 


(b)  the
obligor of Refinancing Indebtedness does not include any Person (other than the Borrower or any Restricted Subsidiary) that is
not an obligor of the Refinanced Indebtedness;


 


(c)  if
the Refinanced Indebtedness was by its terms subordinated in right of payment to the Loans or the Guarantee Agreement, as the case
may be, then such Refinancing Indebtedness, by its terms, is subordinate in right of payment to the Loans or the Guarantee Agreement,
as the case may be, at least to the same extent as the Refinanced Indebtedness;


 


(d)  the
Refinancing Indebtedness has a final stated maturity either (a) no earlier than
the Refinanced Indebtedness being redeemed or refinancedor (b) after the date that is 90 days
after the last maturity date applicable to the Loans at the time the Refinancing Indebtedness is incurred; and


 


(e)  the
portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the last maturity date applicable to
the Loans at the time the Refinancing Indebtedness is incurred has a Weighted Average Life to Maturity at the time such Refinancing
Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced
Indebtedness being redeemed or refinanced that is scheduled to mature on or prior to the last maturity date applicable to the Loans
at the time the Refinancing Indebtedness is incurred (provided that Refinancing Indebtedness in respect of Refinanced Indebtedness
that has no amortization may provide for amortization installments, sinking fund payments, senior maturity dates or other required
payments of principal of up to 1% of the aggregate principal amount per annum).


 


“Refinancing Term Loans”
has the meaning assigned to such term in Section 2.20(a).


 


“Register” has the meaning
assigned to such term in Section 9.05(b)(iv).


 


“Related Business” means
any business in which the Borrower or any Restricted Subsidiary was engaged on the Closing Date or any reasonable extension of
such business and any business related, ancillary or complementary to any business of the Borrower or any Restricted Subsidiary
in which the Borrower or any Restricted Subsidiary was engaged on the Closing Date or any reasonable extension of such business.


 


“Related Parties” means,
with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person’s Affiliates.


 




    - 45 -


     


    

“Relevant
Governmental Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the
Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto


 


“Reorganization” means,
with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of
ERISA.


 


“Repayment Amount” has
the meaning assigned to such term in the definition of “Incremental Amount.”


 


“Replacement Lender”
has the meaning assigned to such term in Section 2.16(c).


 


“Replacement Revolving Facilities”
has the meaning assigned to such term in Section 2.20(c).


 


“Replacement Revolving Facility
Commitments” has the meaning assigned to such term in Section 2.20(c).


 


“Replacement Revolving Facility
Effective Date” has the meaning assigned to such term in Section 2.20(c).


 


“Replacement Revolving Loans”
has the meaning assigned to such term in Section 2.20(c).


 


“Repricing Event” means
(i) any prepayment or repayment of Term B-1 Loans with the proceeds of, or conversion of all or any portion of the Term B-1 Loans
into, any new or replacement term loans bearing interest with an All-in Yield less than the All-in Yield applicable to the Term
B-1 Loans subject to such event (as such comparative yields are determined by the Administrative Agent); provided that in
no event shall any prepayment or repayment of Term B-1 Loans in connection with a Change of Control,
a Transformative Acquisition or a Transformative Disposition constitute a Repricing Event and (ii) any amendment to
this Agreement which reduces the All-in Yield applicable to the Term B-1 Loans (it being understood that any prepayment premium
with respect to a Repricing Event shall apply to any required assignment by a Non-Consenting Lender in connection with any such
amendment pursuant to Section 2.16(c)); provided, the primary purpose
of such prepayment, repayment or amendment is to reduce the All-in Yield as set forth above.


 


“Required Lenders” means,
at any time, Lenders having Term Loans and Revolving Commitments (or, if the Revolving Commitments have terminated, Total Revolving
Exposure outstanding) that, taken together, represent more than 50% of the sum of (x) all Term Loans and (y) all Revolving Commitments
(or, if the Revolving Commitments have terminated, Total Revolving Exposure outstanding) at such time; provided that the
Term Loans, Revolving Commitments and Total Revolving Exposure of any Defaulting Lender shall be disregarded in determining Required
Lenders at any time.


 


“Required Percentage”
means, with respect to any Excess Cash Flow Period, 7550%;
provided that, if the Secured Net Leverage Ratio as of the end of such Excess Cash Flow Period is (x) less than or equal
to 2.25 to 1.00 but greater than 2.00 to 1.00, such percentage shall be 50%, (y)
less than or equal to 2.00 to 1.00 but greater than 1.50 to
1.00, such percentage shall be 25% or (zy)
less than or equal to 1.502.00
to 1.00, such percentage shall be 0%.


 


“Required Revolving Lenders”
means, at any time, Revolving Lenders having Revolving Commitments (or if the Revolving Commitments have terminated, Total Revolving
Exposure outstanding) that, taken together, represent more than 50% of the sum of all Revolving Commitments (or, if the Revolving
Commitments have terminated, Total Revolving Exposure outstanding at such time; provided, that the Revolving Commitments
and Total Revolving Exposure outstanding of any Defaulting Lender shall be disregarded in determining Required Revolving Lenders
at any time.


 


“Requirements of Law”
means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person,
and any law, treaty, rule, regulation or official administrative pronouncement or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person
or any of its property is subject.


 




    - 46 -


     


    

“Resolutions
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Restricted Payment”
means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests
in the Borrower or any Restricted Subsidiary, (b) any payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such
Equity Interests of the Borrower or any option, warrant or other right to acquire any such Equity Interests or (c) any Junior Debt
Restricted Payment.


 


“Restricted Subsidiary”
means any subsidiary of the Borrower other than Unrestricted Subsidiaries.


 


“Retained Excess Cash Flow
Amount” means, as at any date of determination, an amount determined on a cumulative
basis equal to, without duplication, (a) the”
means, at any date of determination, an amount determined on a cumulative basis,
that is equal to the amount of Excess Cash Flow for all Excess Cash Flow Periods completed
prior to such date, plus (b) the
cumulative amount of all Declined Prepayment Amounts, plus
(c) following the date of the Match Offering, the net cash proceeds of
any sale of Qualified Equity Interests by, or capital contribution to the common equity of, the Borrower,
minus (d) the amount of suchcompleted
Excess Cash Flow Periods that was not required to be applied
to prepay theTerm
Loans pursuant toin
accordance with Section 2.08(d) during or with respect to such applicable Excess Cash
Flow Periods (without giving effect to any reduction in respect of prepayments of Indebtedness as provided in clausesclause
(ii)(a) and (b) thereof), minus (e) the cumulative amount
of Restricted Payments made from the thereof); provided
that Retained Excess Cash Flow Amount from and after the Term B-1 Effective Date and
on or prior to such time, minus (f) the cumulative amount of Investments made from the
Retained Excess Cash Flow Amount from and after the Term B-1 Effective Date and on or prior to such time (net of any dividends,
distributions, profits, returns or similar amounts in respect of any such Investments).shall
not be less than zero for any Excess Cash Flow Period. 


 


“Reuters” has the meaning
assigned to such term in the definition of “Exchange RatioRate.”


 


“Revocation” has the
meaning assigned to such term in the definition of “Unrestricted Subsidiary.”


 


“Revolving Commitment”
means, (i) prior to the Amendment No. 56
Effective Date, the Original Revolving Credit Commitments, and (ii) on or after the Amendment No. 56
Effective Date, the 20182020
Revolving Commitments.


 


“Revolving Commitment Percentage”
means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Revolving Commitment
at such time to the Total Revolving Commitments at such time.


 


“Revolving Commitment Period”
means the period from and including the Amendment No. 56
Effective Date to the Revolving Termination Date.


 


“Revolving Facility”
means the credit facility constituted by the Revolving Commitments and the extensions of credit thereunder.


 


“Revolving Fee Payment Date”
means (a) the third Business Day following the last day of each March, June, September and December during the Revolving Commitment
Period and (b) the last day of the Revolving Commitment Period.


 


“Revolving Lender” means
each Lender that has a Revolving Commitment or that holds Revolving Loans.


 


“Revolving Loans” has
the meaning assigned to such term in Section 2.01(a).


 


“Revolving Termination Date”
means the fifth anniversary of the Amendment No. 56
Effective Date.


 




    - 47 -


     


    

“Sanctioned Country”
means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this
Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


“Sanctioned Person” means,
at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets
Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European
Union or Her Majesty’s Treasury, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person
owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).


 


“Sanctions” means all
economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.


 


“Screen Rate” means the
LIBOR Screen Rate and the Local Screen Rates collectively and individually as the context may require.


 


“SEC” means the Securities
and Exchange Commission or any successor thereto.


 


“Secured Net Leverage Ratio”
means, as of any date of determination, the ratio of (i) the aggregate
principal amount of Indebtedness under clauses (1), (2),
or (3) of the definition thereof of the Borrower and its Restricted Subsidiaries secured by a Lien on any assets of
the Borrower and its Restricted Subsidiaries as of the last day of the Test Period most recently ended on or prior to such date
of determination (as set forth on the balance sheet and determined on a consolidated
basis in accordance with GAAP) minus the amount of unrestricted cash and Cash Equivalents of the Borrower and its Restricted
Subsidiaries on such date in an amount not to exceed (x) prior to the Term B-1 Loan Repayment
Date, $100,000,000 and (y) on or after the Term B-1 Loan Repayment Date, $200,000,000$400,000,000
to (ii) Consolidated EBITDA for such Test Period.


 


(A)  The
Secured Net Leverage Ratio shall be calculated for any period after giving effect on a pro forma
basis (as if they had occurred on the first day of the applicable Test Period) to:


 


(1)  the
incurrence of any Indebtedness of the Borrower or any Restricted Subsidiary (and the application of the proceeds thereof) and any
repayment, repurchase, defeasance or other discharge of Indebtedness (and the application of the proceeds therefrom) (other than
the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving
credit arrangement) occurring during the applicable Test Period or at any time subsequent to the last day of such Test Period and
on or prior to the date of determination, as if such incurrence, repayment, issuance or redemption, as the case may be (and the
application of the proceeds thereof), occurred on the first day of the Test Period;


 


(2)  any
(w) Asset Sale, (x) asset sale if the Fair Market Value of the assets sold in such transaction or series of related transactions
exceeds $2,000,000, which is solely excluded from the definition of Asset Sale pursuant to clause (7) of such definition, (y) Asset
Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result
of the Borrower or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset
Acquisition or as a result of a Revocation)) incurring Indebtedness pursuant to Section 6.01(j) and also including any Consolidated
EBITDA associated with any such Asset Acquisition) or (z) operational restructuring (each, a “pro forma
event”) (including any cost savings and cost synergies resulting from head count reduction, closure
of facilities and similar operational and other cost savings, cost synergies, operating expense reductions, restructurings, cost
savings initiatives or other initiatives relating to such pro forma event occurring within 24 months (or expected, in the good
faith determination of the Borrower, to result from actions that have been taken or initiated or expected to be taken within 24
months) of such pro forma event and during such period or subsequent to such period and on or prior to the date of such calculation,
in each case that are expected to have a continuing impact and are factually supportable, and which adjustments the Borrower determines
are reasonable as set forth in an Officer’s Certificate; provided


 




    - 48 -


     


    

that the aggregate
amount of all such cost savings and cost synergies pursuant to this clause (A)(2) and the second paragraph of the definition of
“Consolidated EBITDA” shall in no event exceed 25% of Consolidated EBITDA for such period calculated after giving effect
to such pro forma adjustments) occurring during the Test Period or at any time subsequent to the last day of the Test Period and
on or prior to the date of determination, as if such pro forma event occurred on the first day of the Test Period and; provided,
further, that asset sales described in clause (A)(2)(x) in an aggregate amount not to
exceed $50,000,000 in any Test Period shall not be required to be given pro forma effect; and


 


(B)   in
calculating Consolidated Interest Expense for purposes of the Secured Net Leverage Ratio with respect to any Indebtedness being
given pro forma effect:


 


(1)  interest
on outstanding Indebtedness determined on a fluctuating basis as of the date of determination and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness
in effect on the date of determination;


 


(2)  if
interest on any Indebtedness actually incurred on the date of determination may optionally be determined at an interest rate based
upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect
on the date of determination will be deemed to have been in effect during the Test Period;


 


(3)  notwithstanding
clause (1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by
agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the
operation of the agreements governing such Hedging Obligations;


 


(4)  interest
on any Indebtedness under a revolving credit facility shall be computed based upon the average daily balance of such Indebtedness
during the Test Period; and


 


(5)  interest
on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or
accounting Officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.


 


“Secured Parties” has
the meaning assigned to such term in the Pledge Agreement.


 


“Separation
Date” means the date on which the Borrower is designated as an Unrestricted Subsidiary under and in
accordance with the IAC Credit Agreement and each of the indentures governing the IAC Senior Notes, as applicable, in connection
with the Match Transactions.


 


“Senior Notes” means
the up to $500,000,000 aggregate principal amount of 6.75% Senior Notes due 2022 issued by the Borrower in connection with the
offer to exchange any and all outstanding IAC 2012 Senior Notes launched on October 16, 2015, and any exchange notes related thereto.


 


“Separation”
means the separation of the Match Group from IAC Group pursuant to a transaction agreement, dated as of December 19, 2019, among
the Borrower, IAC, IAC Holdings, Inc., a Delaware corporation and direct wholly owned subsidiary of IAC and Valentine Merger Sub
LLC, a Delaware limited liability company and indirect wholly owned subsidiary of IAC.


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of
the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.


 


“SOFR-Based
Rate” means SOFR, Compounded SOFR or Term SOFR.


 




    - 49 -


     


    

“Specified
Event of Default” means an Event of Default resulting from Section 7.01(a), (b), (h) (with respect to the Borrower) or (i)
(with respect to the Borrower).


 


“Specified Swap Agreement”
means any Swap Agreement in respect of interest rates or currency exchange rates entered into by the Borrower or any Restricted
Subsidiary and any Person that (i) at the time such Swap Agreement is entered into is a Lender or an Agent Party or an Affiliate
of a Lender or an Agent Party or (ii) in the case of any such Swap Agreement in effect on or prior to the Closing Date, is, as
of the Closing Date, a Lender or an Agent Party or an Affiliate of a Lender or an Agent Party, unless, when entered into, such
Swap Agreement is designated in writing by the Borrower and such Lender or Agent Party or Affiliate of a Lender or Agent Party
to the Administrative Agent to not be included as a Specified Swap Agreement.


 


“Specified Time” means
approximately 11:00 a.m., London time.


 


“Standard & Poor’s”
means Standard & Poor’s Financial Services LLC and its successors.


 


“Sterling” and “£”
mean the lawful currency of the United Kingdom.


 


“Subject
Transaction” means, with respect to any Test Period, (a) the Transactions, (b) the Match Transactions, (c) any acquisition
or similar Investment, whether by purchase, merger, amalgamation or otherwise, of all or substantially all of the assets of, or
any business line, unit or division of, any Person or any facility, or of a majority of the outstanding Equity Interests of any
Person (and in any event including any Investment in (x) any Restricted Subsidiary the effect of which is to increase the Borrower’s
or any Restricted Subsidiary’s respective equity ownership in such Restricted Subsidiary or (y) any joint venture for the
purpose of increasing the Borrower’s or its relevant Restricted Subsidiary’s ownership interest in such joint venture),
in each case that is permitted by this Agreement, (c) any Disposition of all or substantially all of the assets or Equity Interests
of a Subsidiary (or any business unit, line of business or division of the Borrower or a Restricted Subsidiary) not prohibited
by this Agreement, (d) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as
a Restricted Subsidiary in accordance with the terms hereof, (e) any incurrence or repayment of Indebtedness (other than revolving
Indebtedness) and/or (f) any other event that by the terms of the Loan Documents requires pro forma compliance with a test or covenant
hereunder or requires such test or covenant to be calculated on a pro forma basis.


 


“subsidiary” means, with
respect to any Person (the “parent”):


 


(1)  any
corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of
the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors
thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of
such Person (or a combination thereof); and


 


(2)  any
partnership (a) the sole general partner or the managing general partner of which is such Person or a subsidiary of such Person
or (b) the only general partners of which are such Person or one or more subsidiaries of such Person (or any combination thereof).


 


“Subsidiary Guarantor”
means each Domestic Subsidiary that is a party to the Guarantee Agreement; provided that, notwithstanding anything to the
contrary, no Excluded Subsidiary shall be required to be a Subsidiary Guarantor of any obligations under this Agreement.


 


“Successor Borrower”
has the meaning assigned to such term in Section 6.03(vi).


 


“Supported
QFC” has the meaning assigned to it in Section 9.20.


 


“Swap Agreement” means
any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial
or pricing indices or measures of economic, financial or


 




    - 50 -


     


    

pricing risk or value or any similar transaction
or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Restricted
Subsidiaries shall be a Swap Agreement.


 


“Swap Obligation” means,
with respect to any Subsidiary Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“TARGET2 Day” means any
day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such
payment system ceases to be operative, such other payment system reasonably determined by the Administrative Agent to be a suitable
replacement) is open for the settlement of payments in Euro.


 


“Taxes” means all present
or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.


 


“Term A
Facility” means a term loan facility in the form of customary term loans that have no more than a five-year maturity and
have no less than 2.5% average amortization per annum (after giving effect to any grace period or initial period).


 


“Term
B-1 Commitment” means, as to any Term B-1 Lender, the obligation of such Term B-1 Lender to make Term B-1
Loans in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule I of the
Incremental Assumption Agreement No. 11,
on Schedule 2 to Amendment No. 6 or in the Assignment and Assumption or Incremental Assumption Agreement pursuant to
which such Term B-1 Lender became a party hereto as the same may be changed from time to time pursuant to the terms of this Agreement
(including as increased, extended or replaced as provided in Section 2.02, 2.19 and 2.20). The
original aggregate amount of all Term B-1 Commitments is $800,000,000.


 


“Term B-1 Effective Date”
means November 16, 2015. the
Amendment No. 6 Effective Date.


 


“Term B-1 Facility” means
the credit facility constituted by the Term B-1 Commitments and the Term B-1 Loans thereunder.


 


“Term B-1 Lender” means
each Lender, including the New Term Lender, that has a Term
B-1 Commitment or that holds Term B-1 Loans.


 


“Term B-1 Loan Repayment Date”
means the date on which all Term B-1 Loans are no longer outstanding.


 


“Term B-1 Loans” means
the Term Loans made pursuant to the Term B-1 Commitment, including all Continuingthe
2020 Refinancing Term Loans and all Additional Term B-1 Loans.


 


“Term B-1 Maturity Date”
means the date that is seven years from the Term B-1 Effective Date; provided
that, if any Senior Notes remain outstanding on the date that is 91 days prior to the maturity date of the Senior Notes,
the Term B-1 Maturity Date shall be the date that is 91 days prior to the maturity date of the Senior NotesAmendment
No. 6 Effective Date.


 


“Term Facility” means
a credit facility in respect of Term Loans hereunder including the Term B-1 Facility.


 


“Term Lender” means each
Lender that holds Term Loans, including the New Term Lender.


 


“Term Loan Commitment”
means any Commitment in respect of Term Loans including the Term B-1 Commitments.


 


“Term Loan Standstill Period”
has the meaning assigned to such term in Section 7.01(d).


 




    - 51 -


     


    

“Term Loans” means the
Term B-1 Loans, any Incremental Term Loan, Extended Term Loan or Refinancing Term Loans incurred hereunder; provided that
no Escrow Incremental Term Loan shall be deemed to be a Term Loan outstanding hereunder until the Escrow Assumption with respect
thereto shall have occurred.


 


“Term
SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
Body.


 


“Term Yield Differential”
has the meaning assigned to such term in Section 2.02(b)(v).


 


“Testing Condition” shall
be satisfied if either (x) $1.00 or more of Revolving Loans are outstanding or (y) the outstanding face amount of undrawn Letters
of Credit (excluding Letters of Credit that have been cash collateralized at 102.0% of the face value thereof) exceeds an amount
equal to $15,000,000.25,000,000.


 


“Test Period” means the
four consecutive fiscal quarter period most recently ended for which financial statements have been delivered pursuant to Section
5.01(a) or (b); provided that, (x) prior to the first date that financial statements shall have been delivered pursuant
to Section 5.01, the Test Period in effect shall be the period of four consecutive fiscal quarters of the Borrower ended June 30,
2015 and (y) on and after the Amendment No. 5 Effective Date and prior to the first date after the Amendment No. 5 Effective Date
that financial statements shall have been delivered pursuant to Section 5.01 of this Agreement, the Test Period in effect shall
be the period of the four consecutive fiscal quarters of the Borrower ended June 30, 2018. A Test Period may be designated by reference
to the last day thereof (i.e. the June 30, 2015 Test Period refers to the period of four consecutive fiscal quarters of the Borrower
ended June 30, 2015), and a Test Period shall be deemed to end on the last day thereof.


 


“Total Assets” means,
as of any date of determination, the total assets of the Borrower and its Restricted Subsidiaries, determined on a consolidated
basis in accordance with GAAP, as set forth on the most recent consolidated balance sheet of the Borrower as of such date (which
calculation shall give pro forma effect to any acquisition or asset sale by the Borrower or any of its Restricted Subsidiaries,
in each case involving the payment or receipt by the Borrower or any of its Restricted Subsidiaries of consideration (whether in
the form of cash or non-cash consideration) in excess of $50,000,000 that has occurred since the date of such consolidated balance
sheet, as if such acquisition or asset sale had occurred on the last day of the fiscal period covered by such balance sheet).


 


“Total Percentage” means,
with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such
time to the Aggregate Exposure of all Lenders at such time.


 


“Total Revolving Commitments”
means, at any time, the aggregate principal amount of the Revolving Commitments then in effect.


 


“Total Revolving Exposure”
means, at any time, the sum of the Total Revolving Loans and LC Exposure outstanding at such time.


 


“Total Revolving Loans”
means, at any time, the aggregate principal amount of the Revolving Loans of the Revolving Lenders outstanding at such time.


 


“Transaction
Agreement” means that certain Transaction Agreement, dated December 19, 2019, by and among IAC, IAC Holdings, Inc., Valentine
Merger Sub LLC and the Borrower, as filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Borrower with the SEC on
December 20, 2019.


 


“Transformative
Acquisition” means any acquisition or Investment by the Borrower or any Restricted Subsidiary that (a) has a Fair Market
Value in excess of $750,000,000 or (b) either (i) is not permitted hereunder immediately prior to the consummation of such acquisition,
or (ii) if permitted by the terms hereunder immediately prior to the consummation of such acquisition or investment, this Agreement
would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility for the continuation and/or expansion
of their combined operations following such consummation or acquisition, as determined by the Borrower acting in good faith.


 




    - 52 -


     


    

“Transformative
Disposition” means any Disposition by the Borrower or any Restricted Subsidiary that is either (a) not permitted hereunder
immediately prior to the consummation of such Disposition or (b) if permitted by the terms hereunder immediately prior to the consummation
of such Disposition, would not provide the Borrower and its Restricted Subsidiaries with a durable capital structure following
such consummation, as determined by the Borrower acting in good faith.


 


“Transactions” means
the execution, delivery and performance by the Borrower of this Agreement, the execution, delivery and performance by the Loan
Parties of the other Loan Documents, the borrowing of Loans and the use of proceeds thereof.


 


“Tutor.com
Group” means the line of business operated by Tutor.com, Inc. and its subsidiaries as of the Term B-1
Effective Date as reasonably determined by the Borrower.


 


“Type” means, as to any
Loan, its nature as an ABR Loan or a Eurocurrency Loan.


 


“UCP”
means with respect to any commercial Letter of Credit, and, if specifically stipulated in the request for such Letter of Credit,
a standby Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication
No. 600 (or such later version thereof as may be in effect at the time of issuance).


 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to
time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.


 


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the
resolution of any UK Financial Institution.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment; provided that, if
the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed
to be zero for the purposes of this Agreement.


 


“Unrestricted Subsidiary”
means (a) any subsidiary of the Borrower listed on Schedule 1.01B, (b) any subsidiary of the Borrower that is designated as an
Unrestricted Subsidiary by the Borrower after the Amendment No. 56
Effective Date in a written notice to the Administrative Agent and (c) any subsidiary of any subsidiary described in clause (a)
or (b) above; provided that (i) no Event
of Default shall have occurred and be continuing at the time of or after giving effect to the designation of a subsidiary
as an Unrestricted Subsidiary (a “Designation”) and (ii) at the time of and
immediately after giving effect to such Designation, the Borrower shall be in compliance with Section 6.10 (whether or not the
Testing Condition is satisfied); provided, further,
that no subsidiary shall be designated as an Unrestricted Subsidiary unless (w) no creditor of such subsidiary shall have any claim
(whether pursuant to a Guarantee or otherwise) against the Borrower or any of its Restricted Subsidiaries in respect of any Indebtedness
or other obligation (except for obligations arising by operation of law, including joint and several liability for taxes, ERISA
and similar items) of such subsidiary (collectively, “Unrestricted Subsidiary Support Obligations”),
except pursuant to Investments which are made in accordance with Section 6.11; (x) such subsidiary is not party to any transaction
with the Borrower or any Restricted Subsidiary unless the terms of such transaction complies with Section 6.06 and (y) no Investments
may be made in any such subsidiary by the Borrower or any Restricted Subsidiary except to the extent permitted under Section 6.11
other than Section 6.11(e) (); provided, further, it
being understood that, if a subsidiary is designated as an Unrestricted Subsidiary after the Amendment No. 5 Effective Date, the
aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the subsidiary
so designated shall be deemed to be an Investment made as of the time of such designation and shall be subject to the limits set
forth in Section 6.11 (other than Section 6.11(e))).6.11.
It is understood that Unrestricted Subsidiaries shall be disregarded for the purposes of any calculation pursuant to this Agreement
relating to financial matters with respect to the Borrower.


 




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The Borrower may revoke the designation
of a subsidiary as an Unrestricted Subsidiary pursuant to a written notice to the Administrative Agent so
long as,; provided that (i) such designation will be
deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary,
and such Indebtedness is permitted under Section 7.03 (including pursuant to Section 6.01(b), calculated on a pro forma basis as
if such designation had occurred at the beginning of the applicable reference period), and (ii) after giving pro forma
effect to such revocation, (i) (x) the Consolidated Net Leverage Ratio shall be less than or equal
to the Consolidated Net Leverage Ratio and (y) the Interest Coverage Ratio shall be equal
to or higher than the Interest Coverage Ratio, in each case, then required to be maintained by
the Borrower pursuant to Section 6.10 (whether or not the Testing Condition is satisfied) and (ii) no Event
of Default shall be in existence ( a “Revocation”). Upon any Revocation, such Unrestricted Subsidiary
shall constitute a Restricted Subsidiary for all purposes of this Agreement and the Borrower shall comply with Section 5.09 if
such subsidiary is a Material Domestic Subsidiary. In the case of any Revocation, if the designation
of such subsidiary as an Unrestricted Subsidiary caused the available basket amount referred to in Section 6.11 (other than Section
6.11(e)) to be utilized by an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the Borrower
and its Restricted Subsidiaries in the subsidiary so designated (the amount so utilized, the “Designation
Amount”), then, effective upon such Revocation, such available basket amount shall be increased by the
lesser of (i) the Designation Amount and (ii) the aggregate Fair Market Value of all outstanding Investments owned by the Borrower
and its Restricted Subsidiaries in such subsidiary at the time of such Revocation.“Unrestricted Subsidiary
Support Obligations” has the meaning assigned to such term in the definition of “Unrestricted
Subsidiary.”


 


“U.S. Lender” means any
Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S.
Special Resolution Regime” has the meaning assigned to it in Section 9.20.


 


“U.S. Tax Compliance Certificate”
has the meaning assigned to such term in Section 2.14(e)(ii)(B)(3).


 


“Voting Stock” means
the stock of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances
to elect at least a majority of the Board of Directors of the Borrower (irrespective of whether or not at the time stock of any
other class or classes shall have or might have voting power by reason of the happening of any contingency).


 


“Weighted Average Life to Maturity”
when applied to any Indebtedness at any date, means the number of years obtained by dividing (a) the sum of the products obtained
by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal,
including payment at final maturity, in respect thereof by (ii) the number of years (calculated to the nearest one-twelfth) that
shall elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness.


 


“Wholly Owned Subsidiary”
means a subsidiary of which 100% of the Equity Interests (except for directors’ qualifying shares or certain minority interests
owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not
in excess of what is required for such purpose) are owned directly by the Borrower or through one or more Wholly Owned Subsidiaries
and, solely for the purpose of the definition of “Material Domestic Subsidiary,” excluding any subsidiary whose sole
assets are Equity Interests in one or more subsidiaries that are not Wholly Owned Subsidiaries.


 


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Write-Down and Conversion Powers”
means, (a) with respect to any EEA Resolution Authority,
the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable
EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule,
and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to
cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which
that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other
person, to provide that any such contract or 


 




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instrument
is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of
the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.


 


“Yen” and “¥”
mean the lawful currency of Japan.


 


SECTION 1.02  
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by
Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and
Type (e.g., a “Eurocurrency Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g.,
a “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g.,
a “Eurocurrency Revolving Borrowing”).


 


SECTION 1.03  
Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The
words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without
limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated,
amended and restated, extended or otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns,
(c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed
to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and
(e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The foregoing
standards shall also apply to the other Loan Documents.


 


SECTION 1.04  
Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect from time to time; provided that for purposes of any determinations
associated with leases, including, without limitation, determinations of whether such leases are capital leases, whether obligations
under such leases are Capital Lease Obligations, the amount of any Capital Lease Obligations associated with such leases, and the
amount of operating expenses associated with such leases, Consolidated EBITDA, Consolidated Interest Expense, Indebtedness, the
Consolidated Net Leverage Ratio, the Secured Net Leverage Ratio and the Interest Coverage Ratio shall be determined based on generally
accepted accounting principles in the United States of America in effect on the Amendment No. 5 Effective Date; provided,
further, that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the Amendment No. 5 Effective Date in GAAP or in the application thereof
on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment
to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or
in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance
herewith.


 


SECTION 1.05  
Change of Currency. Each provision of this Agreement also shall be subject to such reasonable changes of construction
as the Administrative Agent may from time to time specify after consultation with the Borrower to be appropriate to the extent
necessary to reflect a change in currency of any country and any relevant market conventions or practices relating to such change
in currency.


 


SECTION 1.06  
Currency Equivalents Generally.


 


(a)  
Unless the context otherwise requires, any amount specified in this Agreement to be in Dollars shall also include the Dollar
Amount of any Alternative Currency. The maximum amount of Indebtedness and other threshold amounts that the Borrower and its Restricted
Subsidiaries may incur under Article VI shall not be deemed to be exceeded, with respect to any outstanding Indebtedness and other
threshold amounts solely as a result of


 




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fluctuations in the exchange rate of currencies.
When calculating capacity for the incurrence of additional Indebtedness and other threshold amounts by the Borrower and any Restricted
Subsidiary, the exchange rate of currencies shall be measured as of the date of such calculation.


 


(b)  
(i) The Administrative Agent shall determine the Dollar Amount of any Letter of Credit denominated in an Alternative Currency
as of the date of the issuance thereof and on the first Business Day of each calendar month on which such Letter of Credit is outstanding,
in each case using the Exchange Rate in effect on the date of determination, and each such amount shall be the Dollar Amount of
such Letter of Credit until the next required calculation thereof pursuant to this Section. The Administrative Agent shall in addition
determine the Dollar Amount of any Letter of Credit denominated in an Alternative Currency as provided in Sections 2.17(e) and
2.17(l).


 


(ii)The
Administrative Agent shall determine the Dollar Amount of any Borrowing denominated in an Alternative Currency on or about the
date of the commencement of the initial Interest Period therefor and as of the date of the commencement of each subsequent Interest
Period therefor, in each case using the Exchange Rate in effect on the date of determination, and each such amount shall, except
as provided in the next sentence, be the Dollar Amount of such Borrowing until the next required calculation thereof pursuant
to this Section.


 


(iii)The
Administrative Agent may also determine the Dollar Amount of any Borrowing or Letters of Credit denominated in an Alternative
Currency as of such other dates as the Administrative Agent shall determine, in each case using the Exchange Rate in effect on
the date of determination, and each such amount shall be the Dollar Amount of such Borrowing or Letter of Credit until the next
calculation thereof pursuant to this Section.


 


(iv)The
Administrative Agent shall notify the Borrower, the applicable Lenders and the Issuing Bank of each determination of the Dollar
Amount of each Letter of Credit, Borrowing and LC Disbursement.


 


(c)  
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount
of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms
or the terms of any other document related thereto, provides for one or more automatic increases in the stated amount thereof,
the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect
to all such increases, whether or not such maximum stated amount is in effect at such times.


 


SECTION 1.07  
Certain Determinations.


 


(a)  
Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated)
in reliance on a provision of any covenant in this Agreement that does not require compliance with a financial ratio or test (including
the Consolidated Net Leverage Ratio, Interest Coverage Ratio and/or Secured Net Leverage Ratio) (any such amounts, the “Fixed
Amounts”) substantially concurrently or in a series of related transactions with any amounts incurred or transactions
entered into (or consummated) in reliance on a provision in such covenant that requires compliance with any such financial ratio
or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts
(and any cash proceeds thereof) in such covenant shall be disregarded in the calculation of the financial ratio or test applicable
to the Incurrence Based Amounts in such covenant in connection with such incurrence, but full pro forma effect shall be given to
all applicable and related transactions (including the use of proceeds of all Indebtedness to be incurred and any repayments, repurchases
and redemptions of Indebtedness) and all other permitted pro forma adjustments.


 


(b)  
The Borrower may elect, pursuant to an Officer’s Certificate delivered to the Administrative Agent to treat all or
any portion of any revolving commitment or undrawn commitment under any Indebtedness as being incurred and outstanding at such
time and for so long as such commitments remain outstanding (regardless of whether then drawn), in which case any subsequent incurrence
of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an incurrence at such subsequent
time.


 




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SECTION 1.08  
Limited Condition Transactions.


 


(a)  
In connection with any action being taken in connection with a Limited Condition Transaction (other than a Borrowing of
Revolving Loans or an issuance of a Letter of Credit, except to the
extent such Borrowing finances the making of any investment, loan, distribution, payment, prepayment or similar transaction in
connection with the Separation, including the Match Loan), for purposes of determining compliance with any provision
of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result
from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default
or Event of Default, as applicable, exists on the date the definitive agreement for such Limited Condition Transaction is entered
into or irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness,
Disqualified Equity Interests or Preferred Stock is given. For the avoidance of doubt, if the Borrower has exercised its option
under the first sentence of this clause (a), and any Default or Event of Default, as applicable, occurs following the date the
definitive agreement for the applicable Limited Condition Transaction is entered into or irrevocable notice of redemption, purchase,
repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Equity Interests or Preferred Stock
is given and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default, as applicable,
shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection
with such Limited Condition Transaction is permitted hereunder.


 


(b)  
In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of:


 


(i)  
determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Net Leverage
Ratio, the Secured Net Leverage Ratio or the Interest Coverage Ratio; or


 


(ii)  
testing baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets or Consolidated
EBITDA);


 


in each case, at the option of the Borrower (the Borrower’s
election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the
date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreement
for such Limited Condition Transaction is entered into or irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction
and discharge or repayment of Indebtedness, Disqualified Equity Interests or Preferred Stock is given, as applicable (the “LCT
Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to
be entered into in connection therewith (including any incurrence or discharge of Indebtedness and the use of proceeds of such
incurrence) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCT
Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action
on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to
have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or
amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such
ratio, basket or amount, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject
to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant
transaction or action, such baskets, ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations.
If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation
of any ratio, basket or amount (other than the testing of any ratio for purposes of Section 6.10 and the definition of “Pricing
Grid”) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction
is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation
of such Limited Condition Transaction, any such ratio, basket or amount shall be calculated on a pro forma basis assuming such
Limited Condition Transaction and other transactions in connection therewith (including any incurrence or discharge of Indebtedness
and the use of proceeds thereof) have been consummated.


 




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SECTION 1.09  
Interest Rates; LIBOR Notification. The interest rate
on a Loan denominated in dollars or an Alternative Currency may be derived from an interest rate benchmark that is, or may in the
future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates
for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable
laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank
offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in
the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would
no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any
successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered
rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may
no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this
eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates
to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In
Election, Section 2.11(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly
notify the Borrower, pursuant to Section 2.11(e), of any change to the reference rate upon which the interest rate on Eurodollar
Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have
any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate
or other rates in the definition of “Eurocurrency Rate” or with respect to any alternative or successor rate thereto,
or replacement rate thereof (including, without limitation, (i) any
such alternative, successor or replacement rate implemented pursuant to Section 2.11(c), whether upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant
to Section 2.11(d)), including without limitation, whether the composition or characteristics of any such alternative,
successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 2.11(c), will be similar to, or produce
the same value or economic equivalence of, the Eurocurrency Rate or have the same volume or liquidity as did the London interbank
offered rate prior to its discontinuance or unavailability.


 


SECTION 1.10  
Divisions. For all purposes under the Loan Documents,
in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s
laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different
Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new
Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence
by the holders of its Equity Interests at such time.


 


ARTICLE II



The Credits


 


SECTION 2.01  
Commitments.


 


(a)  
Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender
severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving
Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount
of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment
or (B) the Dollar Amount of such Lender’s Revolving Loans in Alternative Currencies exceeding such Lender’s Revolving
Commitment Percentage of the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use
the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with
the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans
in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03
and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans
made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any
Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations
hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no


 




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Revolving Lender shall be responsible for
any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists,
each Borrowing of Revolving Loans shall be made pro rata across each Class.


 


(b)  
Subject to the terms and conditions hereof and in Amendment No. 4, (i)6,
the New Term Lender agrees to make an Additional2020
Refinancing Term B-1 LoanLoans
in Dollars to the Borrower on the Amendment No. 46
Effective Date in an aggregate principal amount equal to its Additionalthe
2020 Refinancing Term B-1 Loan Commitment and (ii) each Continuing Term Lender agrees
to continue all of its Existing Term Loans (or such lesser amount as the Administrative Agent may allocate, as agreed by the Borrower)
as Term B-1 Loans under this Agreement as amended by Amendment No. 4 on the Amendment No. 4 Effective DateLoan
Commitment. Term B-1 Loans that are repaid or prepaid may not be reborrowed.


 


(c)  
At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate principal
amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative
Agent in the case of Alternative Currency). At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate
principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Borrowing
may be in an aggregate principal amount that is equal to the entire unused balance of the applicable outstanding Commitments. Borrowings
of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than
a total of 15 Eurocurrency Borrowings outstanding.


 


SECTION 2.02  
Incremental Revolving Commitments and Incremental Term Loans.


 


(a)  
The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments
and/or Incremental Revolving Commitments, as applicable, in an amount not to exceed the Incremental Amount available at the time
such Incremental Term Loans are funded or established (if commitments in respect of such Incremental Term Loans are established
on a date prior to funding) or Incremental Revolving Commitments are established (except, in each case, as set forth in Section
1.08) from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing
Lender (but no such Lender shall be required to participate in any such Incremental Facility without its consent), but shall be
required to be persons which would qualify as assignees of a Lender in accordance with Section 9.05) willing to provide such Incremental
Term Loans and/or Incremental Revolving Commitments, as the case may be, in their sole discretion; provided that (i)
each Incremental Revolving Lender providing a commitment to make revolving loans shall be subject to the approval of the Administrative
Agent and, to the extent the same would be required for an assignment under Section 9.05, the Issuing Bank (which approvals shall
not be unreasonably withheld, conditioned or delayed) and (ii) the aggregate principal amount
of Incremental Term A Loans permitted to be incurred hereunder shall not exceed $250,000,000..
Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being
requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000, or equal to the remaining Incremental
Amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) the date on which such Incremental Term
Loan Commitments and/or Incremental Revolving Commitments are requested to become effective and (iii) whether such Incremental
Facility is an Incrementala
Term A Facility.


 


(b)  
The Borrower and each Incremental Term Lender and/or Incremental Revolving Lender shall execute and deliver to the Administrative
Agent an Incremental Assumption Agreement and such other documentation (including, without limitation, amendments to this Agreement)
as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term
Lender and/or Incremental Revolving Commitment of such Incremental Revolving Lender. Each Incremental Assumption Agreement shall
specify the terms of the applicable Incremental Term Loans and/or Incremental Revolving Commitments; provided that:


 


(i)  
any Incremental Revolving Commitments shall have the same terms as the Revolving Commitments, shall require no scheduled
amortization or mandatory commitment reduction prior to the Revolving Termination Date and shall be on the same terms and pursuant
to the same documentation applicable to the Revolving Commitments,


 




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(ii)  
except with respect to any Escrow Incremental Term Loans until the assumption by the Borrower thereof, the Incremental Term
Loans shall not be guaranteed by any subsidiaries of the Borrower that do not guarantee the Obligations and shall be secured on
a pari passu basis by the same Collateral (and no additional Collateral) securing the Obligations,


 


(iii)  
the scheduled final maturity date of any Incremental Term A Facility shall
be no earlier than the Revolving Termination Date and the scheduled final maturity date of any other Incremental Term Facility
shall be no earlier than the later of (x) 90 days following the Revolving Termination Date and (y) the scheduled final maturity
date of any then outstanding Term Loans (other than an earlier maturity date for customary bridge financings, which, subject to
customary conditions, would be automatically converted into or required to be exchanged for permanent financing which does not
provide for an earlier maturity date than the dates specified above),


 


(iv)  
no Incremental Facility (other than the Term B-1 Loans incurred on the Term B-1 Effective
Date and an Incrementala Term A Facility)
shall require scheduled amortization payments (excluding the final installment thereof) in excess of 1.00% per annum of the original
aggregate principal amount thereof; and


 


(v)  
any Incremental Term Facility (other than in the case of an Incremental
Term A Facility, which shall reflect market terms and conditions (taken as a whole) for a term “A” loan at the time
(as determined by the Borrower in good faith) and shall have no financial maintenance covenant of a different type than the financial
covenants set forth in Section 6.10, and no financial maintenance covenants that are more restrictive to the Borrower than the
financial covenant set forth in Section 6.10, as determined in good faith by the Borrower, unless the Revolving Lenders shall also
benefit from such financial maintenance covenant) shall be on terms (other than pricing, amortization, maturity, prepayment
premiums and mandatory prepayments) and pursuant to documentation substantially similar to the Term B-1 Facility or otherwise reasonably
acceptable to the Administrative Agent; provided that such Incremental Facilities (x) shall have no financial maintenance
covenants of a different type than the financial covenantscovenant
set forth in Section 6.10, and no financial maintenance covenants that are more restrictive than the financial covenantscovenant
set forth in Section 6.10, as determined in good faith by the Borrower and (y) shall not have negative covenants and/or default
provisions that, taken as a whole, are materially more restrictive than those applicable to the Term B-1 Facility as determined
in good faith by the Borrower unless, in each case of clauses (x) and (y) such terms (I) (if favorable to all then existing Lenders)
are in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders
(unless such terms are of the type customarily applicable only to term loans in which case they will be incorporated for the benefit
of existing Term Lenders only) (without further amendment requirements); (II) become applicable only after the Revolving Facility
shall have matured or been terminated and any Term Loans existing on the date of the initial incurrence of (or commitment in respect
of) such Incremental Term Facility have been paid in full or (III) apply to Escrow Incremental Term Loans solely until the Escrow
Assumption with respect thereto occurs; provided, however, with respect to any Incremental Term Loans (other
than a Term A Facility), the All-in Yield shall be as agreed by the respective Incremental Term Lenders and the Borrower,
except that the All-in Yield in respect of any such Incremental Term Loans may exceed the All-in Yield in respect of the Term B-1
Loans by no more than 0.50%, or if it does so exceed such All-in Yield (such difference, the “Term Yield Differential”)
then the Applicable Rate (or the “LIBOR floor” as provided in the following proviso) applicable to such Term B-1 Loans
shall be increased such that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided,
that to the extent any portion of the Term Yield Differential is attributable to a higher “LIBOR floor” being applicable
to such Incremental Term Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent
such floor is greater than the Eurocurrency Rate in effect for an Interest Period of three months’ duration at such time,
and, with respect to such excess, the “LIBOR floor” applicable to the outstanding Term B-1 Loans shall be increased
to an amount not to exceed the “LIBOR floor” applicable to such Incremental Term Loans prior to any increase in the
Applicable Rate applicable to such Term B-1 Loans then outstanding.


 


(c)  
Each party hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement and
any other Loan Document (including any Collateral Document) shall be amended or


 




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amended and restated to the extent (but only
to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving
Commitments evidenced thereby as provided for in Section 9.02. Any amendment or amendment and restatement to this Agreement or
any other Loan Document that is necessary to effect the provisions of this Section 2.02 (including, without limitation, to provide
for the establishment of Incremental Term Loans) and any such collateral and other documentation shall be deemed “Loan Documents”
hereunder and may be memorialized in writing between the Administrative Agent and the Borrower and furnished to the other parties
hereto.


 


(d)  
The Borrower may, by written notice to the Administrative Agent from time to time, request Escrow Incremental Term Loans
which shall be incurred by an Escrow Borrower. Such notice shall set forth (i) the amount of the Escrow Incremental Term Loans
being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000, or equal to the then remaining
Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) the date on which such Escrow
Incremental Term Loans are requested to be borrowed by the Escrow Borrower and (iii) the identity of the Escrow Borrower. The Escrow
Incremental Term Loans shall be incurred by an Escrow Borrower; provided that:


 


(i)  
prior to the Escrow Assumption thereof, the Escrow Incremental Term Loans shall be incurred pursuant to and governed by
loan documentation and escrow documentation, if any, separate from this Agreement and the other Loan Documents, which such loan
documentation shall specify (A) the terms of the Escrow Assumption Agreement, (B) the terms of the Incremental Term Loans following
the Escrow Assumption of such Escrow Incremental Term Loans and (C) that following the Escrow Assumption, the lenders thereunder
shall agree to be bound by this Agreement and the other Loan Documents as permitted to be amended by Section 2.02(c) and Section
9.02;


 


(ii)  
unless otherwise agreed by the Administrative Agent, the administrative agent and escrow agent, if any, for such Escrow
Incremental Term Loans shall be the Administrative Agent; provided that if the Administrative Agent acts as administrative agent
for such Escrow Incremental Term Loans, the Administrative Agent in its capacity as administrative agent for such Escrow Incremental
Term Loans shall receive (A) documentation and other information requested by the Lenders that is required by regulatory authorities
under applicable “know your customer” and anti-money-laundering rules and regulations, including without limitation,
the Act, in each case as requested at least three Business Days prior to the date on which such Escrow Incremental Term Loans are
requested to become effective and (B) all documents and legal opinions consistent with those delivered on the Closing Date as to
such matters as are reasonably requested by the Administrative Agent in its capacity as administrative agent for such Escrow Incremental
Term Loans;


 


(iii)  
Escrow Incremental Term Loans shall not be deemed to be outstanding under this Agreement or any other Loan Document for
any purposes hereof (including, without limitation, for purposes of any financial calculation, the definition of “Obligations,”
the definition of “Required Lenders” or Section 7.01, 9.02 or 9.03 hereof) and the obligations with respect thereto
shall not be recourse to the Borrower or any Restricted Subsidiary, in each case, unless and until the Escrow Assumption with respect
thereto shall have occurred;


 


(iv)  
at the time of the Escrow Assumption (A) the conditions specified in clauses (b) and (e) of this Section 2.02 (other than
the condition in Section 2.02(e)(ii) with respect to complying with 4.02(c)) shall be satisfied as if the Borrower was borrowing
such Escrow Incremental Term Loans on the date of such Escrow Assumption, and
(B) the Incremental Term Loan Commitments and/or Incremental Revolving Commitments plus such Escrow Incremental Term Loans then
outstanding do not exceed the Incremental Amount at such time and (C) the aggregate principal
amount of Incremental Term A Loans outstanding (including, if applicable, such Escrow Incremental Term Loans) incurred on or prior
to such time do not exceed $250,000,000; and


 


(v)  
following any Escrow Assumption (A) each Escrow Incremental Term Loan assumed by the Borrower shall be deemed outstanding
under this Agreement as an Incremental Term Loan, (B) each of the lenders of such Escrow Incremental Term Loan shall be deemed
to be Lenders hereunder, (C) Escrow


 




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Incremental Term Loans that were
Eurocurrency Loans of a particular Borrowing shall initially be Eurocurrency Loans of a Borrowing under this Agreement with an
initial Interest Period equal to the then remaining Interest Period for such Borrowing under this Agreement (and with the same
Eurocurrency Rate) and (D) Escrow Incremental Term Loans assumed by the Borrower that were ABR Loans shall initially be ABR Loans
under this Agreement.


 


(e)  
Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Commitment shall become effective
under this Section 2.02 unless (i) subject to Section 1.08, no
Default or Event of Default shall exist after giving pro forma effect to such
Incremental Term Loan Commitment or Incremental Revolving Commitment and the incurrence of Indebtedness thereunder and use of proceeds
therefrom; provided that in the event that any tranche of Incremental Facilities that are used to finance an acquisition
permitted hereunder, to the extent the Lenders participating in such Incremental Facility (the “Incremental Lenders”)
agree, the foregoing clause (i) shall be tested at the time of the execution of the acquisition agreement related to such acquisition
(provided that such Incremental Lenders shall not be permitted to waive any Default or Event of Default then existing or
existing after giving effect to such Incremental Facility); (ii) the conditions set forth in Section 4.02 have been complied with
whether or not a Borrowing is made under the Incremental Facility on such date (other than clause (c) thereof which shall only
be required to be complied with if a Borrowing is made on such date); (iii) after giving pro forma effect to such Incremental Term
Loan Commitment or Incremental Revolving Commitment and the incurrence of Indebtedness thereunder (assuming such commitments are
fully drawn on such date) and use of proceeds therefrom the Borrower would be in compliance with Section 6.10 (whether or not the
Testing Condition is satisfied) as of the last day of the most recently ended Test Period only on the date of the initial incurrence
of (or commitment in respect of) such Indebtedness; and (iv) the Administrative Agent shall have received documents and legal opinions
consistent with those delivered on the Closing Date as to such matters as are reasonably requested by the Administrative Agent.
The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement.


 


(f)  
Upon each increase in the establishment of any Incremental Revolving Commitments pursuant to this Section 2.02, each Lender
immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Revolving
Lender providing a portion of the Incremental Revolving Commitments in respect of such increase, and each such Incremental Revolving
Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder
in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations,
the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such
Incremental Revolving Lender) will equal such Lender’s Revolving Commitment Percentage and if, on the date of such increase,
there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving
Commitments either be prepaid from the proceeds of additional Revolving Loans made hereunder or assigned to an Incremental Revolving
Lender (in each case, reflecting such Incremental Revolving Commitments, such that Revolving Loans are held ratably in accordance
with each Lender’s pro rata share, after giving effect to such increase), which prepayment or assignment shall be
accompanied by accrued interest on the Revolving Loans being prepaid. The Administrative Agent and the Lenders hereby agree that
the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement
shall not apply to the transactions effected pursuant to the immediately preceding sentence. If there is a new Revolving Borrowing
on such Incremental Revolving Commitment closing date, the Revolving Lenders after giving effect to such Incremental Revolving
Commitments shall make such Revolving Loans in accordance with Section 2.01.


 


SECTION 2.03  
Procedure for Borrowing.


 


(a)  
To request a Revolving Borrowing or a Term B-1 Loan Borrowing on any Business Day, the Borrower shall notify the Administrative
Agent of such request (x) in the case of ABR Loans, by telephone or electronic means (which notice must be received by the Administrative
Agent prior to 12:00 noon, New York City time on the requested Borrowing Date) or (y) in the case of Eurocurrency Loans, in writing
(which notice must be received by the Administrative Agent prior to 12:00 noon, New York City time not less than (A) three Business
Days prior to the requested Borrowing Date for Dollar Borrowing requests and (B) four Business Days prior to the requested Borrowing
Date for Alternative Currency Revolving Borrowing requests). Any borrowing request shall be irrevocable (but may be conditioned
on the occurrence of any event if the borrowing request includes a description


 




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of such event; provided that the relevant
Lenders shall still be entitled to the benefits of Section 2.13) and any telephonic borrowing request shall be confirmed promptly
in writing. Each such telephonic and written borrowing request shall specify the amount, currency and Type of Borrowing to be borrowed
and the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify each relevant Lender
thereof. For the avoidance of doubt, subject to Section 2.11, each Borrowing shall be comprised entirely of ABR Loans or Eurocurrency
Loans as the Borrower may request in accordance herewith and all Revolving Loans made in Alternative Currencies shall be Eurocurrency
Loans.


 


(b)  
If no election as to the Type of Borrowing is specified for a Borrowing in Dollars, then the requested Borrowing shall be
an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall
be deemed to have selected an Interest Period of one month’s duration. If no currency is specified for a Revolving Borrowing,
the requested Borrowing shall be in Dollars. In making any determination of the Dollar Amount for purposes of calculating the amount
of Revolving Loans to be borrowed from the respective Lenders on any date, the Administrative Agent shall use the relevant Exchange
Rate in effect on the date on which the Borrower delivers a borrowing request for such Revolving Loans pursuant to the provisions
of Section 2.03(a).


 


SECTION 2.04  
Funding of Borrowings.


 


(a)  
Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds (x) in the case of any Loan denominated in Dollars, by 3:00 p.m. New York City time and (y) in the case of any
Loan denominated in an Alternative Currency, by 12:00 noon local time in the place of settlement for such Alternative Currency,
in each case to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders.
The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with the Administrative Agent in New York City or to any other account as shall
have been designated by the Borrower in writing to the Administrative Agent in the applicable borrowing request. Each Lender at
its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance
with the terms.


 


(b)  
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that
such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and
may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not
in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, a rate determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation in the relevant currency or (ii) in the case of the Borrower, the interest rate applicable to such Loans
in the case of a Loan in Dollars or the applicable Eurocurrency Rate in the case of a Revolving Loan in an Alternative Currency.
If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included
in such Borrowing.


 


(c)  
The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments
pursuant to Sections 8.09 and 9.04(c) are several and not joint. The failure of any Lender to make any Loan or to fund any such
participation or to make any payment under Section 8.09 or 9.04(c) on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and, other than pursuant to Section 2.18, no Lender shall be responsible
for the failure of any other Lender to so make its Loan or, to fund its participation or to make its payment under Section 8.09
or 9.04(c).


 




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SECTION 2.05  
Interest Elections.


 


(a)  
Each Borrowing denominated in Dollars initially shall be of the Type specified in the applicable borrowing request, and
each Eurocurrency Borrowing in Dollars or an Alternative Currency shall have an initial Interest Period as specified in such borrowing
request. Thereafter, the Borrower may elect to convert any Borrowing denominated in Dollars to a different Type or to continue
such Borrowing as the same Type and may elect successive Interest Periods for any Eurocurrency Borrowing in Dollars or, in the
case of Revolving Loans, an Alternative Currency, all as provided in this Section. The Borrower may elect different Types or Interest
Periods, as applicable, with respect to different portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the relevant Lenders holding the Loans comprising the relevant portion of such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing.


 


(b)  
To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone
by the time that a request for a Borrowing would be required under Section 2.03, if the Borrower were requesting a Borrowing of
the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly in writing.


 


(c)  
Each telephonic and written Interest Election Request shall specify (i) the Borrowing to which such Interest Election Request
applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated
to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified
for each resulting Borrowing), (ii) the effective date of the election made pursuant to such Interest Election Request, which shall
be a Business Day, (iii) in the case of a Borrowing denominated in Dollars, whether the resulting Borrowing is to be an ABR Borrowing
or a Eurocurrency Borrowing, and (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable
thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest
Period.” If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period,
then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.


 


(d)  
Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each relevant Lender of
the details thereof and of such Lender’s portion of each resulting Borrowing.


 


(e)  
If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be continued as such for an Interest Period of one month. Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so
notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing in Dollars may be converted
to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing denominated in Dollars shall be
converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) each Eurocurrency Borrowing in an
Alternative Currency shall be continued as such for an Interest Period of not more than one month.


 


SECTION 2.06  
Termination and Reduction of Commitments. The Borrower shall have the right, upon not less than three Business Days’
notice to the Administrative Agent, to terminate the Commitments of any Class or, from time to time, to reduce the amount of the
Commitments of any Class; provided that no such termination or reduction of Revolving Commitments shall be permitted if,
after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the Outstanding Revolving
Credits would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to an integral multiple of
$1,000,000 and not less than $5,000,000 and shall reduce permanently the Commitments of such Class then in effect.


 


SECTION 2.07  
Repayment of Loans; Evidence of Debt.


 


(a)  
Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to such Lender or its


 




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registered assigns and in a form approved
by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including
after assignment pursuant to Section 9.05) be represented by one or more promissory notes in such form payable to such payee or
its registered assigns.


 


(b)  
The Borrower unconditionally promises to pay the then unpaid principal amount of each Revolving Loan on the Revolving Termination
Date.


 


(c)  
The Borrower shall repay the aggregate principal amount of outstanding Term B-1 Loans on the Term B-1 Maturity Date.


 


(d)  
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the
Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and
paid to such Lender from time to time hereunder.


 


(e)  
The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the
currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the relevant Lenders and each relevant Lender’s share thereof.


 


(f)  
The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be conclusive absent
manifest error of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans in accordance with the terms of this Agreement.


 


SECTION 2.08  
Prepayments.


 


(a)  
The Borrower may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty (except
as specifically provided in the last sentence of this Section 2.08(a)), upon notice delivered to the Administrative Agent no later
than 12:00 noon, New York City time (or in the case of an Alternative Currency, 11:00 a.m., London time), not less than three Business
Days prior thereto, in the case of Eurocurrency Loans, no later than 12:00 noon, New York City time, on the date of such notice,
in the case of ABR Loans, which notice shall specify the date and amount of prepayment and the Loans to be prepaid; provided
that, if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower
shall also pay any amounts owing pursuant to Section 2.13. Each such notice may be conditioned on the occurrence of one or more
events (it being understood that the Administrative Agent and Lenders shall be entitled to assume that the Loans contemplated by
such notice are to be made unless the Administrative Agent shall have received written notice revoking such notice of prepayment
on or prior to the date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date
specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in
an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined
by the Administrative Agent in the case of Alternative Currency). In the case of each prepayment of Loans pursuant to this Section
2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be paid
to the appropriate Lenders in accordance with their respective pro rata share of such Loans. If any Repricing Event occurs prior
to the date occurring 6 months after the Amendment No. 46
Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term B-1 Loans
that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 2.16(c) as a result of its
refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the aggregate principal
amount of the Term B-1 Loans subject to such Repricing Event. Such fees shall be earned, due and payable upon the date of the occurrence
of such Repricing Event.


 


(b)  
If at any time for any reason the sum of the Dollar Amount of Outstanding Revolving Credit exceeds the Total Revolving Commitments,
the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Revolving Loans
in an aggregate principal amount at least equal to


 




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the amount of such excess; provided
that solely with respect to any excess resulting from currency exchange rate fluctuations, this Section 2.08(b) shall not apply
unless, on the last day of any fiscal quarter of the Borrower, the Dollar Amount of Outstanding Revolving Credit exceeds the Total
Revolving Commitments by more than 2.53%
as a result of such fluctuations.


 


(c)  
Beginning on the Term B-1 Effective Date, theThe
Borrower shall apply (1) all Net Proceeds (other than Net Proceeds of the kind described in the following clause (2)) within five
(5) Business Days after receipt thereof to prepay Term Loans in accordance with clauses (e) and (f) below; provided that
no such prepayment shall be required if, on a pro forma basis after giving effect to such Asset Sale or Recovery Event, the Secured
Net Leverage Ratio is less than 1.502.00
to 1.00 and (2) all Net Proceeds from any issuance or incurrence of Refinancing Term Loans and Replacement Revolving Facility Commitments,
no later than three (3) Business Days after the date on which such Refinancing Term Loans and/or Replacement Revolving Facility
Commitments are incurred, to prepay Term Loans and/or Revolving Commitments in accordance with Section 2.20. Notwithstanding anything
to the contrary herein, mandatory prepayments with respect to Net Proceeds received by a Foreign Subsidiary of the Borrower pursuant
to the preceding clause (c) shall be (x) net of any additional Taxes paid, or estimated by the Borrower in good faith to be payable,
as a result of the repatriation of such proceeds and (y) not required to the extent that the Borrower determines in good faith
that such repatriation would result in adverse Tax consequences that are not de minimis or would be prohibited or restricted by
applicable Requirements of Law; provided that, (i) the Borrower shall use commercially reasonable efforts to eliminate such
Tax effects in respect of such repatriation and (ii) once the repatriation of any such funds is permitted under the applicable
Requirements of Law and no longer results in adverse Tax consequences that are not de minimis, an amount equal to such Net Proceeds
will be promptly applied (net of additional Taxes payable or reserved against as a result thereof) to the prepayment of the Term
Loans in accordance with this Section 2.08.


 


(d)  
Not later than five (5) Business Days after the date on which the annual financial statements are, or are required to be,
delivered under Section 5.01(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for
such Excess Cash Flow Period and, if and to the extent the amount of such Excess Cash Flow is greater than $0,75,000,000,
the Borrower shall apply an amount to prepay Term Loans equal to (i) the Required Percentage of such Excess Cash Flow
minus (ii) the sum of (a,
without duplication, including with respect to any amounts deducted in any prior Excess Cash Flow Period or deducted in the calculation
of Excess Cash Flow (A) to the extent not financed using the proceeds of funded Indebtedness, the amount of any voluntary
payments of Term Loans and amounts used to repurchase outstanding principal of Term Loans during such Excess Cash Flow Period
(plus, without duplication of any amounts previously deducted under this clause (ii), the amount of any such voluntary
payments and amounts so used to repurchase principal of Term Loans after the end of such Excess Cash Flow Period but before the
date of prepayment under this clause (d)) pursuant to Sections 2.08(a) and 2.21 (it being understood that the amount of any such
payments pursuant to Section 2.21 shall be calculated to equal the amount of cash used to repay principal and not the principal
amount deemed prepaid therewith) and,
(bB)
to the extent not financed using the proceeds of funded Indebtedness, the amount of any voluntary payments of Revolving Loans
to the extent that Revolving Commitments are terminated or reduced pursuant to Section 2.06 by the amount of such payments,
(C) to the extent not financed using the proceeds of funded Indebtedness, the amount of any voluntary prepayments, repurchases
or redemptions (limited to the purchase price thereof ) of Other First Lien Debt and Junior Debt (in the case of revolving Indebtedness,
to the extent accompanied by a permanent commitment reduction) during such Excess Cash Flow Period (plus, without duplication
of any amounts previously deducted under this clause (ii), the amount of any such voluntary prepayments, repurchases or redemptions
(limited to the purchase price thereof) of Other First Lien Debt and Junior Debt (in the case of revolving Indebtedness, to the
extent accompanied by a permanent commitment reduction) after the end of such Excess Cash Flow Period but before the date of prepayment
under this clause (d), (D) the amount of Capital
Expenditures or acquisitions of Intellectual Property made in cash during such period by the Borrower and its Restricted Subsidiaries
to the extent not financed using the proceeds of funded
Indebtedness (other than under the Revolving Facility), (E) the
aggregate amount of cash consideration paid by the Borrower and the Subsidiaries (on a consolidated basis) in connection with
Investments (including acquisitions) made during such period
pursuant to Section 6.11 to the extent not financed using the proceeds of funded Indebtedness (other than under the Revolving
Facility), and (F) the amount of Restricted Payments during such period (on a consolidated basis) by the Borrower and its Restricted
Subsidiaries made in compliance with Section 6.05 to the extent not financed using the proceeds of funded Indebtedness (other
than under the Revolving Facility). Such calculation will be set forth in an Officer’s
Certificate delivered to the Administrative


 




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Agent setting forth the amount, if any, of
Excess Cash Flow for such Excess Cash Flow Period, the amount of any required prepayment in respect thereof and the calculation
thereof in reasonable detail.


 


(e)  
Amounts to be applied in connection with prepayments of Term Loans pursuant to this Section 2.08 shall be applied to the
prepayment of the Term Loans in accordance with Section 2.15(b) until paid in full. In connection with any mandatory prepayments
by the Borrower of the Term Loans pursuant to this Section 2.08, such prepayments shall be applied on a pro rata basis to
the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency
Loans; provided that with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied
(i) first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans
in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.13 and (ii) on
a pro rata basis with respect to each Class of Term Loans except to the extent any Incremental Assumption Agreement, Extension
Amendment or Refinancing Amendment provides that the Class of Term Loans incurred thereunder is to receive less than its pro rata
share, in which case such prepayment shall be allocated to such Class of Term Loans as set forth in such Incremental Assumption
Agreement, Extension Amendment or Refinancing Amendment and to the other Classes of Term Loans on a pro rata basis. Each prepayment
of the Term Loans under this Section 2.08 shall be accompanied by accrued interest to the date of such prepayment on the amount
prepaid.


 


(f)  
The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made
pursuant to Section 2.08(c)(1) or 2.08(d) at least four (4) Business Days prior to the date of such prepayment. Each such notice
shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative
Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable
portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term
Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting
Term Lender”) may elect, by delivering written notice to the Administrative Agent and the Borrower no later than 5:00
p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding
such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans
held by such Term Lender pursuant to Section 2.08(c)(1) or 2.08(d) not be made (the aggregate amount of such prepayments declined
by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting
forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to
specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount
of such mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount is
greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment
Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s
pro rata share of the Term Loans (excluding the pro rata
share of Declining Term Lenders)). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m. one
(1) Business Day after the date of such Accepting Term Lender’s receipt of notice from the Administrative Agent regarding
such additional prepayment, a written notice, that such Accepting Term Lender’s ratable portion of suchAny
Declined Prepayment Amount not be applied to repay such Accepting Term Lender’s Term Loans,
in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the
Declining Term Lenders shall insteadshall
be retained by the Borrower. Each Term Lender’s ratable portion of such Declined Prepayment
Amount (unless declined by the respective Term Lender as described in the preceding sentence) shall be applied to the respective
Term Loans of such Lenders. For the avoidance of doubt, the Borrower may, at its option, apply any amounts retained
in accordance with the immediately preceding sentence to prepay loans in accordance with Section 2.08(a).


 


(g)  
Any prepayment of Term Loans of any Class shall be applied (i) in the case of prepayments made pursuant to Section 2.08(a),
to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to Section 2.07 as directed by
the Borrower, or as otherwise provided in any Extension Amendment, any Incremental Assumption Agreement or Refinancing Amendment,
and (ii) in the case of prepayments made pursuant to Section 2.08(c) or Section 2.08(d), to reduce the subsequent scheduled repayments
of the Term Loans of such Class to be made pursuant to this Section in direct order of maturity, or as otherwise provided in any
Extension Amendment, any Incremental Assumption Agreement or Refinancing Amendment.


 




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(h)  
The Borrower shall prepay all Existing Term Loans that are not Continuing
Term Loans on the Amendment No. 46
Effective Date.


 


SECTION 2.09  
Fees.


 


(a)  
The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee in Dollars
for the period from and including the Amendment No. 56
Effective Date to the last day of the Revolving Commitment Period, computed at the applicable Commitment Fee Rate on the average
daily Dollar Amount of the Available Revolving Commitment of such Revolving Lender during the period for which payment is made,
payable quarterly in arrears on each Revolving Fee Payment Date, commencing on DecemberMarch
31, 2018.2020.


 


(b)  
The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee
with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest
rate applicable to Eurocurrency Loans on the average daily Dollar Amount of such Revolving Lender’s LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Amendment No. 56
Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and
the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall
accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the LC Exposure of the Letters of Credit issued by
it (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Amendment
No. 56 Effective
Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be
any such LC Exposure, as well as the fees agreed by the Issuing Bank and the Borrower with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees will be
payable in Dollars quarterly in arrears on each Revolving Fee Payment Date, commencing on DecemberMarch
31, 20182020;
provided that any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand.
Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation
fees and fronting fees shall be computed on the basis of a year of 365/366 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).


 


(c)  
The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee
agreements with the Administrative Agent and to perform any other obligations contained therein.


 


(d)  
All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for
distribution to the applicable Lenders. Fees paid shall not be refundable under any circumstances. All per annum fees shall be
computed on the basis of a year of 365/366 days for actual days elapsed; provided that commitment fees shall be computed
on the basis of a year of 360 days.


 


SECTION 2.10  
Interest.


 


(a)  
The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)  
The Loans comprising each Eurocurrency Borrowing in any currency shall bear interest at the Eurocurrency Rate for such currency
for the Interest Period in effect for such Borrowing plus the Applicable Rate.


 


(c)  
Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest,
after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount,
2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section (in the case of such other amount in Dollars)
or 2% plus the daily


 




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weighted average rate of all Loans in the
relevant Alternative Currency (in the case of any such other amount in such Alternative Currency).


 


(d)  
Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in addition,
in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant
to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued
interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on
such Loan shall be payable on the effective date of such conversion.


 


(e)  
All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) (A) interest computed by reference
to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and (B) interest computed by reference
to the Australian Dollar Bank Bill Reference Rate and the CDOR Rate shall be computed on the basis of a year of 365 days (or 366
days in a leap year) and (ii) interest in respect of Borrowings in Sterling shall be computed on the basis of 365 days, and in
each case of the foregoing clauses (i) and (ii) shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). The applicable Alternate Base Rate or Eurocurrency Rate shall be determined by the Administrative
Agent, and such determination shall be conclusive absent manifest error.


 


SECTION 2.11  
Alternate Rate of Interest.


 


(a)  If
at the time that the Administrative Agent shall seek to determine the Reference Bank Rate less than two Reference Banks shall supply
a rate to the Administrative Agent for purposes of determining the Eurocurrency Rate for such Eurocurrency Borrowing, then (a)
the Borrower and the Administrative Agent may mutually agree in their reasonable discretion to appoint one or more additional Reference
Banks (subject to consent by such Reference Bank(s)) for purposes of establishing the Reference Bank Rate that shall be the Eurocurrency
Rate for such Interest Period for such Eurocurrency Borrowing, or (b) if no additional Reference Banks are so appointed or if additional
Reference Banks are so appointed and less than two Reference Banks supply such a rate, then the Administrative Agent shall be deemed
to have determined that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Eurocurrency
Borrowing and Section 2.11(b)(i) shall apply. 


 


(a)  
(b) If prior to the commencement of any Interest Period for a Eurocurrency
Borrowing:


 


(i)  
the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate
and reasonable means do not exist for ascertaining the Eurocurrency Rate (including,
without limitation, by means of an Interpolated Rate or because the LIBOR Screen Rate is not available or published on a current
basis) for a Loan in the applicable currency or
for the applicableand such Interest Period;
provided that no Benchmark Transition Event shall have occurred at such time; or


 


(ii)  
the Administrative Agent is advised by the Required Lenders that the Eurocurrency Rate for a
Loan in the applicable currency or for the applicableand
such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining
their Loans (or its Loan) included in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give notice thereof byto
the Borrower and the Lenders by telephone, telecopy or electronic means or telephone
to the Borrower and the Lenders as soonmail as promptly
as practicable thereafter. If such notice is given and,
until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Eurocurrency Borrowing denominated in Dollars to be made the rate of interest applicable
to which is based on the Eurocurrency Rate requested to be made on the first date of such Interest Period shall be converted to
an ABR Borrowing, (ii) any Loans denominated in Dollars that were to have been converted on the first day of such Interest Period
to or continued as Eurocurrency Loans shall be converted to or continued as ABR Loans and (iii) if any borrowing request requests
a Eurocurrency Borrowing, such Borrowing, if denominated in Dollars, shall be made as an ABR Borrowing, and if such borrowing request
requests a Borrowing 


 




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denominated in an Alternative
Currency or ifA) any Interest Election Request
requests the continuation of a Eurocurrency Borrowing in an Alternative Currency, such Borrowing
or continuation shall be made or continued as a Borrowing bearing interest at an interest rate reasonably determined bythat
requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing in Dollars shall be
ineffective and any such Eurodollar Borrowing shall be repaid or converted into an ABR Borrowing on the last day of the then current
Interest Period applicable thereto, (B) if any Borrowing Request requests a Eurocurrency Borrowing in Dollars, such Borrowing shall
be made as an ABR Borrowing and (C) in the case of a Revolving Loan to be denominated in a currency other than Dollars, unless
the Administrative Agent, after consultation with the Borrower and the applicable Lenders, to
compensate the applicable Lenders for such Borrowing in such currency for the applicable period plus the Applicable Rate; provided
that if the circumstances giving rise to such notice affect only Borrowings in one currency, then Borrowings in other currencies
will not be affected by the provisions of this Sectioneach
Revolving Lender and the Borrower otherwise agrees to a substitute rate (in which case, such substitute rate shall be deemed to
be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Loan shall be made as an ABR Loan in Dollars
in the Dollar Amount of the requested Borrowing (and all Revolving Loans then outstanding that are denominated in such currency
shall be repaid at the end of the then current Interest Period).


 


(b)  
Notwithstanding anything to the contrary herein or in any other Loan Document,
upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the
Borrower may amend this Agreement to replace the Eurocurrency Rate with a Benchmark Replacement. Any such amendment with respect
to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent has
posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not received, by such time,
written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect
to any proposed amendment with respect to Dollar-denominated syndicated credit facilities containing any SOFR-Based Rate, the Lenders
shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to
an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative
Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurocurrency Rate with a Benchmark
Replacement will occur prior to the applicable Benchmark Transition Start Date.


 


(c)  
If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that
(i) the circumstances set forth in clause (b)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances
set forth in clause (b)(i) have not arisen but either (w) the supervisor for the administrator of the LIBOR Screen Rate has made
a public statement that the administrator of the LIBOR Screen Rate is insolvent (and there is no successor administrator that will
continue publication of the LIBOR Screen Rate), (x) the administrator of the LIBOR Screen Rate has made a public statement identifying
a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published by it (and there is no
successor administrator that will continue publication of the LIBOR Screen Rate), (y) the supervisor for the administrator of the
LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or
indefinitely cease to be published or (z) the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority
having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR
Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall
endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing
market convention for determining a rate of interest for syndicated loans in the United States at such time and shall enter into
an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may
be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate);
provided that if such alternate rate of interest as so determined would be less than zero,
such rate shall be deemed to be zero for the
purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without
any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received,
within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from
the Required Lenders stating that such Required Lenders object in good faith to such amendment. Until an alternate rate of interest
shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first
sentence of this clause (c), only to the extent the LIBOR Screen Rate for such Interest Period is not available or published at
such time on a current basis), (x) any Eurocurrency Borrowing denominated in Dollars to be made the rate of interest 


 




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applicable
to which is based on the Eurocurrency Rate requested to be made on the first date of such Interest Period shall be converted to
an ABR Borrowing, (y) any Loans denominated in Dollars that were to have been converted on the first day of such Interest Period
to or continued as Eurocurrency Loans shall be converted to or continued as ABR Loans and (z) if any borrowing request requests
a Eurocurrency Borrowing, such Borrowing, if denominated in Dollars, shall be made as an ABR Borrowing, and if such borrowing request
requests a Borrowing denominated in an Alternative Currency or if any Interest Election Request requests the continuation of a
Eurocurrency Borrowing in an Alternative Currency, such Borrowing or continuation shall be made or continued as a Borrowing bearing
interest at an interest rate reasonably determined by the Administrative Agent, after consultation with the Borrower and the applicable
Lenders, to compensate the applicable Lenders for such Borrowing in such currency for the applicable period plus the Applicable
Rate; provided that if the circumstances giving rise to such notice affect only Borrowings
in one currency, then Borrowings in other currencies will not be affected by the provisions of this Section.In
connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other
party to this Agreement.


 


(d)  
The Administrative Agent will promptly notify the Borrower and the Lenders
of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any
Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion
of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or
Lenders pursuant to this Section 2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will
be conclusive and binding absent manifest error and
may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly
required pursuant to this Section 2.11.


 


(e)  
Upon the Borrower’s receipt of notice of the commencement of a Benchmark
Unavailability Period, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of
any Borrowing as, a Eurodollar Borrowing in Dollars shall be ineffective and any such Eurodollar Borrowing shall be repaid or
converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, (ii) if any Borrowing
Request requests a Eurodollar Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) in the case of
a Revolving Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the Revolving Lenders and
the Borrower otherwise agrees to a substitute rate (in which case, such substitute rate
shall be deemed to be the “Eurocurrency Rate”
for the applicable Borrowing), such Revolving Loan shall be made as an ABR Loan in Dollars in the Dollar Amount of the requested
Borrowing (and all Revolving Loans then outstanding that are denominated in such currency shall be repaid at the end of the then
current Interest Period).


 


SECTION 2.12  
Increased Costs.


 


(a)  
If any Change in Law shall:


 


(i)  
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended by, any Lender (including any reserve for eurocurrency
funding that may be established or reestablished under Regulation D of the Board);


 


(ii)  
impose on any Lender any Taxes other than (A) Indemnified Taxes or Other Taxes indemnified under Section 2.14 or (B) Excluded
Taxes; or


 


(iii)  
impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurocurrency Loans made
by such Lender;


 


and the result of any of the foregoing shall be to increase
the cost to such Lender of making, continuing, converting into or maintaining any Eurocurrency Loan (or of maintaining its obligation
to make any such Loan) or to increase


 




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the cost to such Lender or Issuing Bank of participating in,
issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder
(whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.


 


(b)  
If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect
of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any,
as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the
policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay
to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any
such reduction suffered.


 


(c)  
A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company,
as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.


 


(d)  
Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate
a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such
Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s
intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof.


 


SECTION 2.13  
Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency
Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay
any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurocurrency Loan
other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section
2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.
In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to be an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had
such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of
such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such
period, for deposits in the relevant currency of a comparable amount and period from other banks in the eurocurrency market (but
not less than the available Eurocurrency Rate quoted for the Eurocurrency interest period equal to the period from the date of
such event to the last day of the then current Interest Period, or if there is no such Eurocurrency interest period, the lower
of the Eurocurrency rates quoted for the closest Eurocurrency interest periods that are longer and shorter than such period). A
certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section
shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.


 


SECTION 2.14  
Taxes.


 


(a)  
All payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made
free and clear of and without deduction for any Taxes unless required by applicable Requirements of Law; provided that if
any applicable withholding agent shall be required by applicable Requirements of Law to deduct any Taxes in respect of any such
payments, then (i) if such Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased by the applicable Loan Party
as necessary so that after all


 




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required deductions (including deductions
applicable to additional sums payable under this Section 2.14) have been made the applicable Lender (or, in the case of a payment
made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the applicable withholding agent shall make such deductions and (iii) the applicable
withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements
of Law.


 


(b)  
In addition, without duplication of any obligation set forth in subsection (a), the Borrower shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable Requirements of Law.


 


(c)  
Without duplication of any obligation set forth in subsection (a) or (b), the Loan Parties shall indemnify the Administrative
Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative
Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of any Loan Party
hereunder or under any other Loan Document and any Other Taxes paid by the Administrative Agent or such Lender (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.14) and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error. If the Borrower determines that there is a reasonable basis to contest any Indemnified Tax or Other Tax for which it is
responsible hereunder, without limiting Borrower’s indemnification obligations hereunder, such Administrative Agent or Lender
(as applicable) shall reasonably cooperate in pursuing such contest (at Borrower’s expense) so long as pursuing such contest
would not, in the sole reasonable determination of such Administrative Agent or Lender, result in any additional unreimbursed costs
or expenses or be otherwise disadvantageous to the Administrative Agent or such Lender. This Section shall not be construed to
require the Administrative Agent or Lender to make available its tax returns (or any other information relating to its Taxes which
it deems confidential) to the Borrower or any other Person.


 


(d)  
As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Loan Party to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent a copy, or if reasonably available to the Borrower a certified copy, of
a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence
of such payment reasonably satisfactory to the Administrative Agent.


 


(e)  
(i) Each Lender shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by
the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
or the Administrative Agent as will permit such payments to be made without withholding Tax or at a reduced rate of withholding.


 


(ii)Without limiting the generality of the foregoing,


 


(A)  
any U.S. Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), two properly executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding
Tax;


 


(B)  
any Non-U.S. Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative
Agent on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable to establish
such Non-U.S. Lender’s entitlement to a reduced rate of, or exemption from, withholding:


 


(1)  
two properly executed originals of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to an income tax treaty to which the United States is a party;


 




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(2)  
two properly executed originals of IRS Form W-8ECI;


 


(3)  
(x) two properly executed originals of a certificate substantially in the form of Exhibit G-1 to the effect that
such Non-U.S. Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Code, and that no payments to be received by such Lender will be effectively connected
income (a “U.S. Tax Compliance Certificate”) and (y) two properly executed originals of IRS Form W-8BEN or W-8BEN-E;
or


 


(4)  
to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or has sold a participation),
two properly executed originals of IRS Form W-8IMY, accompanied by properly executed IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E,
a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-3 or Exhibit G-4, IRS Form W-9, and/or other
certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership (and not
a participating Lender), and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest
exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 on
behalf of such direct and indirect partner(s); and


 


(5)  
any Non-U.S. Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from
or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed
by applicable Requirements of Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction
required to be made.


 


(iii)If a payment made to a Lender under this Agreement
or the other Loan Documents would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply
with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),
such Lender shall deliver to the Borrower or Administrative Agent, at the time or times prescribed by applicable Requirements of
Law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by
applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent
to comply with its obligations under FATCA, to determine whether such Lender has or has not complied with such Lender's obligations
under FATCA and, as necessary, to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of
this Section 2.14(e)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(iv)Each Lender agrees that if any documentation it
previously delivered pursuant to this Section 2.14(e) expires or becomes obsolete or inaccurate in any respect, it shall update
such documentation or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so.
Notwithstanding any other provision of this Section 2.14(e), a Lender shall not be required to deliver any documentation under
this Section 2.14(e) that such Lender is not legally eligible to deliver.


 


(v)Each Lender hereby authorizes the Administrative
Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the
Administrative Agent pursuant to this Section 2.14(e).


 


(f)  
If the Administrative Agent or a Lender determines, in its reasonable discretion, that it has received a refund of any Taxes
or Other Taxes as to which it has been indemnified by a Loan Party or with respect to


 




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which the Loan Party has paid additional amounts
pursuant to this Section 2.14, it shall pay over such refund to the Loan Party (but only to the extent of indemnity payments made,
or additional amounts paid, by the Loan Party under this Section 2.14 with respect to the Taxes or Other Taxes giving rise to such
refund), net of all reasonable out-of-pocket expenses (including any Taxes) of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that
the Loan Party agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender
is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative
Agent or any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential)
to the Borrower or any other Person.


 


(g)  
For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 2.14, include any Issuing
Bank.


 


SECTION 2.15  
Pro Rata Treatment and Payments.


 


(a)  
Each borrowing of Revolving Loans by the Borrower from the Revolving Lenders and any reduction of the Revolving Commitments
of the Revolving Lenders shall be made pro rata according to the respective Revolving Commitments then held by the Revolving Lenders.
Each payment by the Borrower on account of any commitment fee or any letter of credit fee shall be paid ratably to the Revolving
Lenders entitled thereto.


 


(b)  
Each prepayment by the Borrower on account of principal of any Loans of any Class shall be made pro rata according
to the respective outstanding principal amounts of Loans of such Class then held by the Lenders entitled to such payment (subject
in the case of Term B-1 Loans to Section 2.08(f)). All repayments of principal of any Loans at stated maturity or upon acceleration
shall be allocated pro rata according to the respective outstanding principal amounts of the matured or accelerated Loans
then held by the relevant Lenders. All payments of interest in respect of any Loans shall be allocated pro rata according
to the outstanding interest payable then owed to the relevant Lenders. Notwithstanding the foregoing, (A) any amount payable to
a Defaulting Lender under this Agreement (whether on account of principal, interest, fees or otherwise but excluding any amount
that would otherwise be payable to such Defaulting Lender pursuant to Section 2.16 and Section 9.05) shall, in lieu of being distributed
to such Defaulting Lender, be retained by the Administrative Agent in a segregated interest-bearing account and, subject to any
applicable Requirements of Law, be applied at such time or times as may be determined by the Administrative Agent: (1) first, to
the payment of any amounts owing by such Defaulting Lender to the Administrative Agent and the Issuing Bank hereunder (including
amounts owed under Section 2.09(b) or 9.04(c)), (2) second, to the funding of any Loan or LC Disbursement required by this Agreement,
as determined by the Administrative Agent, (3) third, if so determined by the Administrative Agent and Borrower, held in such account
as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (4) fourth, pro rata, to the payment
of any amounts owing to the Borrower or the Lenders as a result of such Defaulting Lender’s breach of its obligations under
this Agreement and (5) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction, and (B)
if such payment is a prepayment of the principal amount of Loans, such payment shall be applied solely to prepay the Loans of all
Non-Defaulting Lenders pro rata (based on the amounts owing to each) prior to being applied to the prepayment of any Loan of any
Defaulting Lender.


 


(c)  
All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees
or otherwise, shall be made without setoff or counterclaim and shall be made prior to 2:00 p.m., New York City time (or as specified
in the next sentence in the case of Loans in an Alternative Currency), on the date when due. Except as otherwise expressly provided
herein, all payments by the Borrower hereunder with respect to principal and interest on Loans in an Alternative Currency shall
be made on the dates specified herein for the pro rata account of the relevant Lenders to which such payment is owed, in such Alternative
Currency and in immediately available funds not later than the Applicable Time specified by the Administrative Agent to the Borrower
by the same time at least one Business Day prior to the date when due. All payments received by the Administrative Agent (i) after
2:00 p.m., New York City time, in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative
Agent in the case of payments in an Alternative Currency, may, in the discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating interest and fees thereon. All such payments shall
be made to the Administrative Agent


 




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at its offices at 500 Stanton Christiana Road,
NCC5, 1st Floor, Newark, Delaware except that payments pursuant to Sections 2.12, 2.13, 2.14 and 9.04 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall distribute such payments to the relevant Lenders promptly
upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such
payment shall be extended to the next succeeding Business Day. In the case of any extension of any payment of principal, interest
thereon shall be payable at the then Applicable Rate during such extension.


 


(d)  
If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of
principal, interest and fees then due hereunder, such funds shall be applied (subject to the rights of the Administrative Agent
to hold and apply amounts to be paid to a Defaulting Lender in accordance with Section 2.15(b)) (i) first, towards payment of interest
and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then
due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of principal then due to such parties. To the extent necessary, the Administrative Agent shall enter
into foreign currency exchange transactions on customary terms to effect any such ratable payment and the payments made by the
Administrative Agent following such transactions shall be deemed to be payments made by or on behalf of the Borrower hereunder.


 


(e)  
If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Loans or participations in LC Disbursements of a given Class resulting in such Lender receiving payment
of a greater proportion of the aggregate principal amount of its Loans and participations in LC Disbursements of such Class and
accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of such Class of other Lenders
to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements of such
Class; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto
is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,
and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower or any other Loan
Party pursuant to and in accordance with the express terms of this Agreement and the other Loan Documents or any payment obtained
by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant.


 


SECTION 2.16  
Mitigation Obligations; Replacement of Lenders.


 


(a)  
If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the future and (ii) would
not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Each Lender may designate a different lending office for funding or booking its Loans hereunder or assign its rights and obligations
hereunder to another of its offices, branches or affiliates; provided that the exercise of this option shall not affect the obligations
of the Borrower to repay the Loan in accordance with the terms of this Agreement.


 


(b)  
If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, or if any Lender is a Defaulting Lender,
then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.05), all its
interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written
consent of the


 




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Administrative Agent (and if a Revolving Commitment
is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans and participations in unreimbursed LC Disbursements, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment
will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.


 


(c)  
If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment,
waiver, discharge or termination which pursuant to the terms of Section 9.02 requires the consent of all of the Lenders affected
and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right (unless
such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to
assign its Loans, and its Revolving Commitments hereunder to one or more assignees reasonably acceptable to the Administrative
Agent, provided that: (a) all amounts owing to such Non-Consenting Lender being replaced (other than principal and interest)
shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender (each such
Lender, a “Replacement Lender”) shall purchase the foregoing by paying to such Non-Consenting Lender a price
equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment the Borrower,
Administrative Agent, such Non-Consenting Lender and the Replacement Lender shall otherwise comply with Section 9.05.


 


(d)  
Notwithstanding anything herein to the contrary, each party hereto agrees that any assignment pursuant to the terms of Section
2.16(c) may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee
and that the Lender making such assignment need not be a party thereto.


 


SECTION 2.17  
Letters of Credit.


 


(a)  
General. Subject to the terms and conditions set forth herein, the Borrower may request that standby
letters of credit denominated in Dollars or an Alternative Currency be issued under this Agreement for its own account or the account
of any Restricted Subsidiary, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and
from time to time during the Revolving Commitment Period. In the event of any inconsistency between the terms and conditions of
this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower
to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement
shall control.


 


(b)  
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit
(or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit
by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative
Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no later than
two Business Days prior to such date unless otherwise agreed by the Issuing Bank and the Administrative Agent) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the
date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to
expire (which shall comply with paragraph (c) of this Section), the amount and currency of such Letter of Credit, the name and
address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s
standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended
only if, after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $40,000,000,
(ii) the Dollar Amount of the total Outstanding Revolving Credits shall not exceed the Total Revolving Commitments, (iii) the Dollar
Amount of the total Outstanding Revolving Credits denominated in an Alternative Currency shall not exceed the Alternative Currency
Revolving Sublimit, (iv) with respect to such Issuing Bank, the sum of the aggregate face amount of Letters


 




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of Credit issued by such Issuing Bank, when
aggregated with the outstanding Revolving Loans funded by such Issuing Bank, shall not exceed its Revolving Commitment and (v)
with respect to such Issuing Bank, the sum of the aggregate face amount of Letters of Credit issued by such Issuing Bank, when
aggregated with the outstanding and unreimbursed LC Disbursements funded by such Issuing Bank, shall not exceed its LC Commitment
Amount (unless in the case of this clause (iii) such Issuing Bank agrees to do so in its sole discretion); provided that
no Issuing Bank shall be obligated to issue any trade or commercial Letters of Credit unless such Issuing Bank agrees to do so
in its sole discretion. If the Borrower so requests in any applicable letter of credit application, the Issuing Bank may, in its
sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter
of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any
such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving
prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such
twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank,
the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension
Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank
to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit expiration date
referenced in clause (c) below; provided, however, that the Issuing Bank shall not permit any such extension if (A)
the Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter
of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or
in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent
that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent,
any Revolving Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is
not then satisfied, and in each such case directing the Issuing Bank not to permit such extension. The Issuing Bank shall not be
under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the Issuing Bank from issuing the Letter of Credit, or any law applicable to the
Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction
over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally
or the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to the Letter of Credit any restriction,
reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing
Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date
and which the Issuing Bank in good faith deems material to it or (B) the issuance of the Letter of Credit would violate one or
more policies of the Issuing Bank applicable to letters of credit generally.


 


(c)  
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the
date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one
year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Termination Date.


 


(d)  
Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount
thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants
to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit
equal to such Revolving Lender’s Revolving Commitment Percentage of the aggregate amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Revolving Commitment
Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph
(e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Such payment by the
Revolving Lenders shall be made (i) if the currency of the applicable LC Disbursement or reimbursement payment shall be Dollars,
then in the currency of such LC Disbursement and (ii) subject to clause (l) of this Section, if the currency of the applicable
LC Disbursement or reimbursement payment shall be an Alternative Currency, in Dollars in an amount equal to the Dollar Amount of
such LC Disbursement or reimbursement payment, calculated by the Administrative Agent using the Exchange Rate on the applicable
LC Participation Calculation Date. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of Credit or


 




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the occurrence and continuance of a Default
or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.


 


(e)  
Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower
shall reimburse such LC Disbursement by paying to the Administrative Agent in the currency of such LC Disbursement an amount equal
to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower
shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has
not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business
Day immediately following the day that the Borrower receives such notice; provided that if such LC Disbursement is denominated
in Dollars and is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the
extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR
Revolving Borrowing. If the Borrower fails to make such payment when due, (A) if such payment relates to a Letter of Credit denominated
in an Alternative Currency, automatically and no further action required, the obligations of the Borrower to reimburse the applicable
LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Amount, calculated using the Exchange
Rate on the applicable LC Participation Calculation Date, of such LC Disbursement and (B) in the case of each LC Disbursement,
the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower
in respect thereof and such Revolving Lender’s Revolving Commitment Percentage thereof. Promptly following receipt of such
notice, each Revolving Lender shall pay to the Administrative Agent its Revolving Commitment Percentage of the payment then due
from the Borrower, in the same manner as provided in Section 2.04 with respect to Loans made by such Revolving Lender (and Section
2.04 shall apply, mutatis mutandis, to such payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by
the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute
such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse
the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving
Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as
contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.
If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Alternative Currency would subject the
Administrative Agent, the Issuing Bank or any Revolving Lender to any stamp duty, ad valorem charge or similar Tax that would not
be payable if such reimbursement were made or required to be made in Dollars, such Borrower shall pay the amount of any such Tax
requested by the Administrative Agent, the Issuing Bank or such Revolving Lender.


 


(f)  
Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e)
of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms
of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of
any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter
of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide
a right of setoff against, the Borrower’s obligations hereunder; provided
that, subject to the penultimate sentence of this clause (f), reimbursement obligations of the Borrower with respect to
a Letter of Credit may be subject to avoidance by the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the
Borrower or any Restricted Subsidiary that are caused by the Issuing Bank’s failure to exercise care when determining whether
drafts and other documents presented under a Letter of Credit comply with the terms thereof. Neither the Administrative
Agent, the Revolving Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility
by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other communication under or


 




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relating to any Letter of Credit (including
any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising
from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing
Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect
of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused
by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter
of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith
or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing
Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse
to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of
Credit.


 


(g)  
Disbursement Procedures. The Issuing Bank shall, within the period stipulated by the terms and conditions of the
Letter of Credit, following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter
of Credit. After such examination, the Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone
(confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder;
provided that any delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing
Bank and the Revolving Lenders with respect to any such LC Disbursement.


 


(h)  
Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such
LC Disbursement in full on the date set forth in paragraph (e) of this Section 2.17, the unpaid amount thereof shall bear interest,
for each day from and including the date such LC Disbursement is required to be reimbursed to but excluding the date that the Borrower
reimburses such LC Disbursement, at the rate per annum set forth in Section 2.10(c)(ii). Interest accrued pursuant to this paragraph
shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender
pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Revolving Lender to the
extent of such payment.


 


(i)  
Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower,
the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving
Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.09(b). From and after the effective
date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under
this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to include such successor and any previous Issuing Bank, or such successor and all previous Issuing
Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to
Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.


 


(j)  
Additional Issuing Banks. From time to time, the Borrower may by notice to the Administrative Agent designate any
Revolving Lender (in addition to the initial Issuing Bank) which agrees (in its sole discretion) to act in such capacity and is
reasonably satisfactory to the Administrative Agent as an Issuing Bank. Each such additional Issuing Bank shall execute a counterpart
of this Agreement upon the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall thereafter
be an Issuing Bank hereunder for all purposes.


 


(k)  
Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower
receives notice from the Administrative Agent or Revolving Lenders with LC Exposure representing greater than 50% of the total
LC Exposure demanding the deposit of cash collateral pursuant to this


 




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paragraph, the Borrower shall deposit in an
account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an
amount in Dollars equal to 102% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided
that (i) the amount payable in respect of any Letter of Credit or LC Disbursement shall be payable in the currency of such Letter
of Credit or LC Disbursement, except that LC Disbursements in an Alternative Currency in respect of which the Borrower’s
reimbursement obligations have been converted in Dollars as provided in paragraph (e) or (l) of this Section and interest accrued
thereon shall be payable in Dollars, and (ii) the obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to the Borrower described in clause (h) or (i) of Section 7.01. Such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement with
respect to the Revolving Facility. The Administrative Agent shall have exclusive dominion and control, including the exclusive
right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall
be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed
and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the
LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure
representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement
with respect to the Revolving Facility. If the Borrower is required to provide an amount of cash collateral hereunder as a result
of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower
within three Business Days after all Events of Default have been cured or waived.


 


(l)  
Conversion. In the event that the Loans become immediately due and payable on any date pursuant to Section 7.01,
all amounts (i) that the Borrower are at the time or become thereafter required to reimburse or otherwise pay to the Administrative
Agent in respect of LC Disbursements made under any Letter of Credit denominated in an Alternative Currency, (ii) that the Revolving
Lenders are at the time or become thereafter required to pay to the Administrative Agent (and the Administrative Agent is at the
time or becomes thereafter required to distribute to the Issuing Bank) pursuant to paragraph (e) of this Section in respect of
unreimbursed LC Disbursements made under any Letter of Credit denominated in an Alternative Currency and (iii) of each Revolving
Lender’s participation in any Letter of Credit denominated in an Alternative Currency under which an LC Disbursement has
been made shall, automatically and with no further action required, be converted into the Dollar Amount, calculated using the Exchange
Rate on such date (or in the case of any LC Disbursement made after such date, on the date such LC Disbursement is made), of such
amounts. On and after such conversion, all amounts accruing and owed to the Administrative Agent, the Issuing Bank or any Revolving
Lender in respect of the obligations described in this paragraph shall accrue and be payable in Dollars at the rates otherwise
applicable hereunder.


 


(m)  
Applicability of ISP or UCP; Limitation of Liability.
Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP
shall apply to each standby Letter of Credit and the rules of the UCP
shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the Issuing Bank shall not be responsible
to the Borrower for, and the Issuing Bank’s rights and remedies against the Borrower shall not be impaired by, any action
or inaction of the Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied
to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the Issuing Bank or the beneficiary
is located, the practice stated in the ISP or the UCP, or
in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association
for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law
& Practice, whether or not any Letter of Credit chooses such law or practice.


 


(n)  
Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Letter
of Credit or related document, the terms hereof shall control.


 




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SECTION 2.18  
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting
Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)Fees shall cease to accrue
on the Available Revolving Commitment of such Defaulting Lender pursuant to Section 2.09(a).


 


(b)The Commitments, Loans
and Outstanding Revolving Credit of such Defaulting Lender shall not be included in determining whether the Required Lenders or
Required Revolving Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other
modification pursuant to Section 9.02 or Section 9.03); provided that this Section 2.18(b) shall not apply to the vote of
a Defaulting Lender in the case of an amendment, waiver or other modification effecting (i) an increase or extension of such Defaulting
Lender’s Revolving Commitment or (ii) the reduction or excuse of principal amount of, or interest or fees payable on, such
Defaulting Lender’s Loans or the postponement of the scheduled date of payment of such principal amount, interest or fees
to such Defaulting Lender.


 


(c)If any Letters of Credit
exist at the time such Lender becomes a Defaulting Lender then:


 


(i)Such
Defaulting Lender’s LC Exposure shall be reallocated among the Non-Defaulting Revolving Lenders in accordance with their
respective Revolving Commitment Percentages (but excluding the Revolving Commitments of all the Defaulting Lenders from both the
numerator and the denominator) but only to the extent (x) the sum of all the Outstanding Revolving Credits owed to all Non-Defaulting
Lenders does not exceed the total of all Non-Defaulting Lenders’ Available Revolving Commitments, (y) the representations
and warranties of each Loan Party set forth in the Loan Documents to which it is a party are true and correct at such time, except
to the extent that any such representation and warranty relates to an earlier date (in which case such representation and warranty
shall be true and correct as of such earlier date), and (z) no Event
of Default shall have occurred and be continuing at such time;


 


(ii)If the reallocation described in clause
(i) above cannot, or can only partially, be effected, the Borrower shall, within two Business Days following notice by the Administrative
Agent, cash collateralize for the benefit of the Issuing Bank such Defaulting Lender’s LC Exposure (after giving effect to
any partial reallocation pursuant to clause (i) above) for so long as any Letters of Credit are outstanding;


 


(iii)If the Borrower cash collateralizes any
portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay
any fees to such Defaulting Lender pursuant to Section 2.09(b) with respect to such Defaulting Lender’s LC Exposure during
the period such Defaulting Lender’s LC Exposure is cash collateralized by the Borrower;


 


(iv)If LC Exposures of the Non-Defaulting Lenders
are reallocated pursuant to clause (i) above, then the fees payable to the Revolving Lenders pursuant to Section 2.09(a) and Section
2.09(b) shall be adjusted to reflect such Non-Defaulting Lenders’ LC Exposure as reallocated; and


 


(v)If any Defaulting Lender’s LC Exposure
is neither cash collateralized nor reallocated pursuant to clauses (i) or (ii) above, then, without prejudice to any rights or
remedies of the Issuing Bank or any Revolving Lender hereunder, all letter of credit fees payable under Section 2.09(b) with respect
to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized
and/or reallocated.


 


(d)So long as such Defaulting
Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless
it is satisfied that the related LC Exposure will be 100% covered by the Available Revolving Commitments of the Non-Defaulting
Lenders and/or cash


 




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collateral will be provided by the
Borrower in accordance with Section 2.18(c)(ii), and the participating interests in any such newly issued or increased Letter of
Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.18(c)(i) (and such Defaulting Lender
shall not participate therein).


 


The rights and remedies against a Defaulting Lender under this
Agreement are in addition to other rights and remedies that Borrower may have against such Defaulting Lender with respect to any
funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding
default. In the event that the Administrative Agent, the Borrower and the Issuing Bank each agrees that a Defaulting Lender has
adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Total Revolving Exposure shall be readjusted
to reflect the inclusion of such Lender’s Available Revolving Commitment and on such date such Lender shall purchase at par
such of the Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary
to cause such outstanding Revolving Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata
basis by the Revolving Lenders (including such Lender) in accordance with their applicable percentages, whereupon such Lender will
cease to be a Defaulting Lender and will be a Non-Defaulting Lender and any applicable cash collateral shall be promptly returned
to the Borrower and any LC Exposure of such Lender reallocated pursuant to the requirements above shall be reallocated back to
such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or
on behalf of the Borrower while that Lender was a Defaulting Lender. Except to the extent otherwise expressly agreed by the affected
parties, and subject to Section 9.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party
hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting
Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


SECTION 2.19  
Extensions of Commitments(a).


 


(a)  
Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers made from time to time by the
Borrower to all Lenders of any Class of Term Loans and/or Revolving Commitments on a pro rata basis (based, in the case
of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case
of an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Commitments under such Revolving
Facility, as applicable), and on the same terms to each such Lender (“Pro Rata Extension Offers”), the Borrower
is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time to extend
the maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms of such Lender’s
Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation,
increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization
schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms”
in the preceding sentence shall mean, (i) in the case of an offer to the Lenders under any Class of Term Loans, that all of the
Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable
with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that
all of the Revolving Commitments of such Facility are offered to be extended for the same amount of time and that the interest
rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”)
agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement
by implementing a Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended
Term Loan”) or an Extended Revolving Commitment for such Lender if such Lender is extending an existing Revolving Commitment
(such extended Revolving Commitment, an “Extended Revolving Commitment,” and any Revolving Loan made pursuant
to such Extended Revolving Commitment, an “Extended Revolving Loan”). Each Pro Rata Extension Offer shall specify
the date on which the Borrower proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Commitment
shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which the Pro Rata Extension
Offer is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable
discretion).


 


(b)  
The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement
(an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify
to evidence the Extended Term Loans and/or Extended Revolving Commitments of


 




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such Extending Lender. Each Extension Amendment
shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Commitments; provided, that (i)
except as to interest rates, fees and any other pricing terms, and amortization, final maturity date and participation in prepayments
and commitment reductions (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Extended
Term Loans shall, subject to clauses (ii) and (iii) of this proviso, have (x) the same terms as the existing Class of Term Loans
from which they are extended or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the
final maturity date of any Extended Term Loans shall be no earlier than the Latest Maturity
Date in effect on the date of incurrenceof
the applicable Class of Term Loans to which such offer relates, (iii) the Weighted Average Life to Maturity of any Extended
Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such offer
relates, (iv) except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the Borrower
and set forth in the Pro Rata Extension Offer), any Extended Revolving Commitment shall have (x) the same terms as the existing
Class of Revolving Commitments from which they are extended or (y) have such other terms as shall be reasonably satisfactory to
the Administrative Agent and, in respect of any other terms that would affect the rights or duties of any Issuing Bank, such terms
as shall be reasonably satisfactory to such Issuing Bank, (v) any Extended Term Loans may participate on a pro rata basis
or a less than pro rata basis (but not a greater than pro rata basis) than the Term Loans in any mandatory prepayment
thereunder and (vi) such Extended Term Loans shall not have at any time (x) any financial maintenance covenants of a different
type than the financial covenantscovenant
set forth in Section 6.10, or any financial maintenance covenants that are more restrictive than the financial covenantscovenant
set forth in Section 6.10 or (y) negative covenants and/or default provisions that, taken as a whole, are materially more restrictive
than those applicable to the Term B-1 Facility as determined in good faith by the Borrower unless, in each case of clauses (x)
and (y) such terms (I) (if favorable to all then existing Lenders) are in consultation with the Administrative Agent, incorporated
into this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such
Extended Term Loans are outstanding or (II) become applicable only after the Revolving Facility shall have matured or been terminated
and any Loans existing on the date of the initial incurrence of (or commitment in respect of) such Extended Term Loans have been
paid in full. Upon the effectiveness of any Extension Amendment, this Agreement shall be amended to the extent (but only to the
extent) necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Commitments evidenced
thereby as provided for in Section 9.02(c). Any such deemed amendment may be memorialized in writing by the Administrative Agent
with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. If provided in any
Extension Amendment with respect to any Extended Revolving Commitments, and with the consent of each Issuing Bank, participations
in Letters of Credit shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such
Extension Amendment, including upon effectiveness of such Extended Revolving Commitment or upon or prior to the maturity date for
any Class of Revolving Commitments.


 


(c)  
Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated
an Extended Term Loan and/or such Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving
Commitment. For purposes of this Agreement and the other Loan Documents, (i) if such Extending Lender is extending a Term Loan,
such Extending Lender will be deemed to have a Term Loan having the terms of such Extended Term Loan and (ii) if such Extending
Lender is extending a Revolving Commitment, such Extending Lender will be deemed to have a Revolving Commitment having the terms
of such Extended Revolving Commitment.


 


(d)  
Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation
this Section 2.19), (i) the aggregate amount of Extended Term Loans and Extended Revolving Commitments will not be included in
the calculation of clause (a) of the definition of Incremental Amount, (ii) no Extended Term Loan or Extended Revolving Commitment
is required to be in any minimum amount or any minimum increment, (iii) any Extending Lender may extend all or any portion of its
Term Loans and/or Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the
case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Commitment), (iv) there
shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than notice to the Administrative
Agent of such Extension and the terms of the Extended Term Loan or Extended Revolving Commitment implemented thereby, (v) all Extended
Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Obligations of the relevant Loan Parties
under this Agreement and the other Loan Documents that rank equally and ratably in right of security with all other Obligations
of the Class being extended, (vi) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended


 




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Revolving Commitments unless it shall have
consented thereto and (vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors)
in respect of any such Extended Term Loans or Extended Revolving Commitments.


 


(e)  
Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided,
that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable
procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and
other adjustments.


 


SECTION 2.20  
Refinancing Amendments.


 


(a)  
Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent
establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”)
to refinance in whole or in part any Class of Term Loans. Each such notice shall specify the date (each, a “Refinancing
Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date
not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter
period agreed to by the Administrative Agent in its sole discretion); provided, that:


 


(i)  
before and after giving effect to the Borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of
the conditions set forth in Section 4.02 shall be satisfied;


 


(ii)  
the final maturity date of the Refinancing Term Loans shall be no earlier than the maturity date of the refinanced Term
Loans;


 


(iii)  
the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted
Average Life to Maturity of the refinanced Term Loans;


 


(iv)  
the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced
Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest
associated therewith;


 


(v)  
all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront
fees, interest rates and any other pricing terms (optional prepayment or mandatory prepayment or redemption terms shall be as agreed
between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower
in good faith) (i) shall reflect market terms and conditions (taken
as a whole) at the time (as determined by the Borrower in good faith) or (ii) be substantially similar to, or no more
restrictive to the Borrower and its Restricted Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being
refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are
otherwise reasonably acceptable to the Administrative Agent);


 


(vi)  
there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect
of such Refinancing Term Loans;


 


(vii)  
Refinancing Term Loans shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral;


 


(viii)  
Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a
greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments
pursuant to Section 2.08(c)) hereunder, as specified in the applicable Refinancing Amendment;


 


(ix)  
Refinancing Term Loans shall not at any time have
(x) any financial maintenance covenants of a different type than the financial covenants set forth in Section 6.10, or any financial



 




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maintenance
covenants that are more restrictive than the financial covenants set forth in Section 6.10 or (y) negative(i)
reflect market terms and conditions (taken as a whole) at the time (as determined by the Borrower in good faith) or (ii) not have
negative covenants, financial covenants and/or default provisions that, taken as a whole, are materially more restrictive
than those applicable to the Term B-1 Facility as determined in good faith by the Borrower unless,
in each case of clauses (x) and (y) such terms (I) (if favorable to all then existing Lenders) are in consultation
with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment
requirements) for so long as any such Refinancing Term Loans are outstanding or (II) become applicable only after the Revolving
Facility shall have matured or been terminated and any Loans existing on the date of the initial incurrence of (or commitment in
respect of) such Refinancing Term Loans have been paid in full; and


 


(x)  
the Net Proceeds, if any, of such Refinancing Term Loans shall be applied in accordance with Section 2.08(c).


 


(b)  
The Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 9.05 to
provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or
a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing
Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this
Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing
Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans
made to the Borrower.


 


(c)  
Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent
establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments
(“Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement Revolving
Loans”), which replace in whole or in part any Class of Revolving Commitments under this Agreement. Each such notice
shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes
that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five (5) Business
Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative
Agent in its reasonable discretion); provided, that:


 


(i)  
before and after giving effect to the establishment of such Replacement Revolving Facility Commitments on the Replacement
Revolving Facility Effective Date, each of the conditions set forth in Section 4.02 shall be satisfied;


 


(ii)  
after giving effect to the establishment of any Replacement Revolving Facility Commitments and any concurrent reduction
in the aggregate amount of any other Revolving Commitments, the aggregate amount of Revolving Commitments shall not exceed the
aggregate amount of the Revolving Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective
Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated
therewith;


 


(iii)  
no Replacement Revolving Facility Commitments shall have a final maturity date (or require commitment reductions or amortizations)
prior to the Revolving Termination Date for the Revolving Commitments being replaced;


 


(iv)  
all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest
rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between
the Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any letter of credit
sublimit under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement
Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank, if any, under such Replacement Revolving
Facility Commitments) taken as a whole shall (as


 




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determined by the Borrower in good
faith) be substantially similar to, or no more restrictive to the Borrower and its Restricted Subsidiaries than, those, taken as
a whole, applicable to the Revolving Commitments so replaced (except to the extent such covenants and other terms apply solely
to any period after the Revolving Termination Date or are otherwise reasonably acceptable to the Administrative Agent);


 


(v)  
there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect
of such Replacement Revolving Facility; and


 


(vi)  
Replacement Revolving Facility Commitments and extensions of credit thereunder shall not be secured by any asset of the
Borrower and its subsidiaries other than the Collateral.


 


In addition, the Borrower may establish Replacement Revolving
Facility Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan
is repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement Revolving
Facility Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts
used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith (it
being understood that such Replacement Revolving Facility Commitment may be provided by the Lenders holding the Term Loans being
repaid and/or by any other person that would be a permitted assignee hereunder) so long as:


 


(i)  
before and after giving effect to the establishment of such Replacement Revolving Facility Commitments on the Replacement
Revolving Facility Effective Date each of the conditions set forth in Section 4.02 shall be satisfied to the extent required by
the relevant agreement governing such Replacement Revolving Facility Commitments,


 


(ii)  
the remaining life to termination of such Replacement Revolving Facility Commitments shall
be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans,[reserved],


 


(iii)  the
final termination date of the Replacement Revolving Facility Commitments shall be no earlier than the scheduled final maturity
date of the refinanced Term Loans,


 


(iv)  there
shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect of such Replacement
Revolving Facility; and


 


(v)all other terms applicable
to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and
prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders
providing such Replacement Revolving Facility Commitments and (y) the amount of any letter of credit sublimit and swingline commitment
under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement
Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank, if any, under such Replacement Revolving
Facility Commitments) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or no more
restrictive to the Borrower and its Restricted Subsidiaries than, those, taken as a whole, applicable to the Term Loans being refinanced
(except to the extent such covenants and other terms apply solely to any period after the latest scheduled final maturity date
of any Loans then outstanding or are otherwise reasonably acceptable to the Administrative Agent).


 


Solely to the extent that an Issuing Bank is not a replacement
issuing bank, as the case may be, under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank shall
not be required to issue any letters of credit under such Replacement Revolving Facility and, to the extent it is necessary for
such Issuing Bank to withdraw as an Issuing Bank, as the case may be, at the time of the establishment of such Replacement Revolving
Facility, such withdrawal shall be on terms and conditions reasonably satisfactory to such Issuing Bank, as the case may be, in
its sole discretion. The Borrower agrees to reimburse each Issuing Bank, as the case may be, in full upon demand, for any reasonable
and documented out-of-pocket cost or expense attributable to such withdrawal.


 




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(d)  
The Borrower may approach any Lender or any other person that would be a permitted assignee of a Revolving Commitment pursuant
to Section 9.05 to provide all or a portion of the Replacement Revolving Facility Commitments; provided, that any Lender
offered or approached to provide all or a portion of the Replacement Revolving Facility Commitments may elect or decline, in its
sole discretion, to provide a Replacement Revolving Facility Commitment. Any Replacement Revolving Facility Commitment made on
any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Commitments for all purposes
of this Agreement; provided, that any Replacement Revolving Facility Commitments may, to the extent provided in the applicable
Refinancing Amendment, be designated as an increase in any previously established Class of Revolving Commitments.


 


(e)  
The Borrower and each Lender providing the applicable Refinancing Term Loans or Replacement Revolving Facility Commitments,
as applicable, shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”)
and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans and/or
Replacement Revolving Facility Commitments. For purposes of this Agreement and the other Loan Documents, (A) if a Lender is providing
a Refinancing Term Loan, such Lender will be deemed to have a Term Loan having the terms of such Refinancing Term Loan and (B)
if a Lender is providing a Replacement Revolving Facility Commitment, such Lender will be deemed to have a Revolving Commitment
having the terms of such Replacement Revolving Facility Commitment. Notwithstanding anything to the contrary set forth in this
Agreement or any other Loan Document (including without limitation this Section 2.20), (i) the aggregate amount of Refinancing
Term Loans and Replacement Revolving Facility Commitments will not be included in the calculation of clause (a) of the definition
of Incremental Amount, (ii) no Refinancing Term Loan or Replacement Revolving Facility Commitment is required to be in any minimum
amount or any minimum increment, (iii) there shall be no condition to any incurrence of any Refinancing Term Loan or Replacement
Revolving Facility Commitment at any time or from time to time other than those set forth in clause (a) or (c) above, as applicable
and (iv) all Refinancing Term Loans, Replacement Revolving Facility Commitments and all obligations in respect thereof shall be
Obligations under this Agreement and the other Loan Documents that rank equally and ratably in right of security with the Term
Loans and other Obligations.


 


(f)  
Each party hereto hereby agrees that, upon the Refinancing Effective Date of any Refinancing Term Loans or Replacement Revolving
Facility Commitments, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence
and terms of the Refinancing Term Loans or Replacement Revolving Facility Commitments evidenced thereby as provided for in Section
9.02. Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.20
(including, without limitation, to provide for the establishment of Incremental Term Loans) and any such collateral and other documentation
shall be deemed “Loan Documents” hereunder and may be memorialized in writing between the Administrative Agent and
the Borrower and furnished to the other parties hereto.


 


(g)  
No term loan (other than a Term A Facility) established
and outstanding under this Agreement pursuant to (i) any of Sections 2.02, 2.19 or 2.20 or (ii) an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required
Lenders shall at any time have (x) any financial maintenance covenants of a different type than
the financial covenants set forth in Section 6.10, or any financial maintenance covenants that are more restrictive than the financial
covenants set forth in Section 6.10 or (y) have negativenegative
covenants, financial covenants and/or default provisions that, taken as a whole, are materially more restrictive than
those applicable to the Term B-1 Facility as determined in good faith by the Borrower unless, in each case of clauses (x) and (y)
such terms (I) (if favorable to all then existing Lenders) are in consultation with the Administrative Agent, incorporated into
this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such term
loans are outstanding or,
(II) become applicable only after the Revolving Facility shall have matured or been terminated and any Loans existing on the date
of the initial incurrence of (or commitment in respect of) such term loan have been paid in full or
(III) reflect market terms and conditions (taken as a whole) at the time (as determined by the Borrower in good faith).
This Section 2.20(g) shall not be waived, amended, amended and restated or modified except pursuant to an agreement or agreements
in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent
of the Required Lenders.


 


(h)  
In lieu of incurring any Refinancing Term Loans or Replacement Revolving Facility Commitments, the Borrower may, upon
notice to the Administrative Agent, at any time, incur or otherwise obtain 


 




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Indebtedness
in the form of one or more series of notes or loans (such notes or loans, “Refinancing Equivalent Debt”) constituting
Refinancing Indebtedness that is either unsecured or secured by Collateral and subject to an intercreditor agreement reasonably
satisfactory to the Administrative Agent in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole
or in part, any existing Class or Classes of Loans. 


 


SECTION 2.21  
Loan Repurchases.


 


(a)  
Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion,
(x) make open market purchases of Loans and Commitments on a non-pro
rata basis or (y) conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined
by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative
Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such
capacity, the “Auction Manager”), so long as, in
the case of clause (x), the following conditions set forth in clauses (ii), (iv) and (ix) are satisfied and, in the case of clause
(y), each of the following conditions are satisfied):


 


(i)  
each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section
2.21 and the Auction Procedures;


 


(ii)  
no Default or Event of Default shall have occurred and be continuing on
the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase
of any Term Loans in the open market or in connection with
any Purchase Offer;


 


(iii)  
the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers
to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative
Agent) (across all such Classes);


 


(iv)  
the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes
so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant
purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation
of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans;


 


(v)  
no more than one Purchase Offer with respect to any Class may be ongoing at any one time;


 


(vi)  
the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the
Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously
disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such
material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise
be material to, a Lender’s decision to participate in the Purchase Offer;


 


(vii)  
at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager
an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi);


 


(viii)  
any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a
pro rata basis; and


 


(ix)  
no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan;
and(x)the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.10 (whether or not the Testing
Condition is satisfied).


 




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(b)  
The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which
are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase
Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied
at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower
reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation
of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such
Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met
at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result
in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower
pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest
(except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable
Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the
cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments
or prepayments for purposes of Section 2.08 hereof.


 


(c)  
The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant
to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained
herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood
and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase
Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity
as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if
each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall
cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities
and duties in connection with each Purchase Offer.


 


ARTICLE III



Representations and Warranties


 


The Borrower represents and warrants to
the Lenders that:


 


SECTION 3.01  
Organization; Powers.Each of the Borrower and its Material Subsidiaries is duly organized, validly existing and,
if applicable, in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to
carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where
such qualification is required, except, in each case, where the failure to do so, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.


 


SECTION 3.02  
Authorization; Enforceability. The Transactions (excluding use of proceeds) are within the corporate or other organizational
powers of the Loan Parties and have been duly authorized by all necessary corporate or other organizational action. This Agreement
has been and each other Loan Document will be duly executed and delivered by each Loan Party party thereto. This Agreement constitutes,
and each other Loan Document when executed and delivered will constitute a legal, valid and binding obligation of each Loan Party
party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights or remedies generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.


 


SECTION 3.03  
Governmental Approvals; No Conflicts. The Transactions (excluding use of proceeds) (a) do not require any consent
or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained
or made and are in full force and effect or those which the failure to obtain would not be reasonably expected to result in a Material
Adverse Effect and (ii) the filings referred to in Section 3.12, (b) will not violate any applicable law or regulation or the charter,
by-laws or other organizational documents of the Borrower or any other Loan Party or any order of any Governmental Authority except
where any


 




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such violation would not reasonably expected
to result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument
binding upon the Borrower or any other Loan Party or its assets except as would not reasonably expected to result in a Material
Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Material
Subsidiaries (other than any Permitted Lien).


 


SECTION 3.04  
Financial Position. The Borrower has heretofore furnished to the Lenders its (a) consolidated balance sheet and consolidated
and combined statements of operations, shareholders’ equity and cash flows as of and for the fiscal years ended December
31, 20172018
and 20162017
reported on by Ernst & Young LLP, independent public accountants and (b) consolidated balance sheet, statements of operations,
shareholders’ equity and cash flows for the six months ended June 30, 2017.2019.
Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows
of the Borrower and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end
audit adjustments and the absence of footnotes in the case of the statements referred to in clause (b) above.


 


SECTION 3.05  
Properties.


 


(a)  
Each of the Borrower and its Material Subsidiaries has good title to, or valid leasehold interests in, all its real and
personal property material to its business, except for minor defects in title and Permitted Liens that do not interfere with its
ability to conduct its business as currently conducted or to utilize such properties for their intended purposes or as, individually
or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


(b)  
Each of the Borrower and its Material Subsidiaries owns, or is validly licensed to use, all Intellectual Property used or
held for use by such entities or necessary to operate their respective businesses as currently conducted and contemplated to be
conducted, and the operation of their respective businesses by the Borrower and its Material Subsidiaries does not infringe upon
or otherwise violate the rights of any other Person, except for any such Intellectual Property or infringements or violations that,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.06  
Litigation and Environmental Matters.


 


(a)  
There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to
the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted Subsidiaries (i)
that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) on the Closing Date, that involve this Agreement or the Transactions (excluding use of proceeds).


 


(b)  
Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would
not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Restricted Subsidiaries
(i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice
of any claim with respect to any Environmental Liability or (iv) knows of any basis reasonably likely to result in Environmental
Liability.


 


SECTION 3.07  
Compliance with Laws and Agreements. Each of the Borrower and its Material Subsidiaries is in compliance with all
laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and
other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.


 


SECTION 3.08  
Investment Company Status. No Loan Party is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940. No part of the proceeds of any Loan will be used, whether directly or indirectly, for
any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.


 




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SECTION 3.09  
Taxes. Each of the Borrower and its Material Subsidiaries has timely filed or caused to be filed all Tax returns
and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a)
Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Material Subsidiary,
as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do
so would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.


 


SECTION 3.10  
ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such
ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse
Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of
Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts,
exceed the fair market value of the assets of such Plan by an amount which, if it were to become due, would cause a Material Adverse
Effect.


 


SECTION 3.11  
Disclosure. As of the Amendment No. 56
Effective Date, to the best of the Borrower’s knowledge, neither the Lender Presentation nor any of the other reports, financial
statements, certificates or other written information furnished by or on behalf of the Borrower to the Administrative Agent or
any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information
so furnished), taken as a whole, contained any material misstatement of fact or omitted to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date furnished;
provided that with respect to projected financial information and other forward-looking information and information of a
general economic nature, the Borrower represents only that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.


 


SECTION 3.12  
Pledge Agreement. The Pledge Agreement will (to the extent required thereby and
except during the Collateral Suspension Period) create in favor of the Collateral Agent, for the benefit of the Lenders,
a security interest in the Collateral described therein (subject to any limitations specified therein). In the case of the certificated
pledged stock constituting securities described in Section 5.09(a) as of the Closing Date, when stock certificates representing
such pledged stock are delivered to the Collateral Agent (together with a properly completed and signed stock power or endorsement),
and in the case of the other Collateral described in the Pledge Agreement as of the Closing Date, when financing statements specified
on Schedule 3.12 in appropriate form are filed in the offices specified on Schedule 3.12, the Collateral Agent shall have a perfected
Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (subject to any limitations
specified therein) to the extent perfection of such security interest can be perfected by control of securities or the filing of
a financing statement, as security for the Obligations, in each case prior and superior in right to any other Person (except Permitted
Liens).


 


SECTION 3.13  
No Change. Since December 31, 2014,2018,
there has been no event that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.


 


SECTION 3.14  
Guarantors. Set forth on Schedule 3.14 is a list of all Subsidiary Guarantors on the Term B-1 Effective Date, together
with the jurisdiction of organization, and ownership and ownership percentages of Equity Interests held by each such Subsidiary
Guarantor in each direct subsidiary of such Subsidiary Guarantor as of the Term B-1 Effective Date.


 


SECTION 3.15  
Solvency. Immediately after the consummation of the Transactions to occur on the Closing Date, including the making
of each Loan to be made on the Closing Date and the application of the proceeds of such Loans, and after giving effect to the rights
of subrogation and contribution under the Guarantee Agreement, (a) the fair value of the assets of the Borrower and its subsidiaries
on a consolidated basis will exceed their debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable
value of the assets of the Borrower and its subsidiaries on a consolidated basis will be greater than the amount that will be required
to pay the probable liability on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured, (c) the Borrower and its subsidiaries on a consolidated basis will be able to pay their
debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and


 




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matured and (d) the Borrower and its subsidiaries
on a consolidated basis will not have unreasonably small capital with which to conduct the business in which they are engaged,
as such business is now conducted and is proposed to be conducted following the Closing Date.


 


SECTION 3.16  
No Default[Reserved].
No Default or Event of Default has occurred and is continuing.


 


SECTION 3.17  
Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures
designed to ensure compliance by the Borrower, its subsidiaries and their respective directors, officers and employees with Anti-Corruption
Laws and applicable Sanctions, and the Borrower and its subsidiaries and to their knowledge their respective officers, directors
and employees are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower
or any subsidiary or (b) to the knowledge of the Borrower, any director, officer or employee of the Borrower or any subsidiary
that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
No proceeds of the Loans and no Letter of Credit shall be used by the Borrower in violation of any Anti-Corruption Law or applicable
Sanctions. No representation is made under this Section 3.17 with respect to any of the end-user individuals of the internet services
provided by the Borrower or any of its subsidiaries.


 


ARTICLE IV



Conditions


 


SECTION 4.01  
Closing Date. The obligations of the Lenders to make the initial Loans hereunder shall not become effective until
the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a)The Administrative Agent
(or its counsel) shall have received (including by telecopy or email transmission) from each Loan Party party to the relevant Loan
Document, a counterpart of such Loan Document signed on behalf of such Loan Party.


 


(b)The Administrative Agent
shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders as of the Closing Date and
dated the Closing Date) of (i) Wachtell, Lipton, Rosen & Katz, counsel for the Borrower and certain of the Loan Parties and
(ii) local counsel in each jurisdiction in which a Loan Party is organized and the laws of which are not covered by the opinion
referred to in clause (i) above, in each case in form and substance reasonably satisfactory to the Administrative Agent and its
counsel.


 


(c)The Administrative Agent
shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating
to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions (excluding use of proceeds)
and any other legal matters relating to the Loan Parties, this Agreement or the Transactions (excluding use of proceeds), including
a certificate of each Loan Party substantially in the form of Exhibit E, all in form and substance reasonably satisfactory
to the Administrative Agent and its counsel.


 


(d)The Administrative Agent
shall have received a certificate, dated the Closing Date and signed by the Chief Executive Officer, a Vice President, a Financial
Officer of the Borrower or any other executive officer of the Borrower who has specific knowledge of the Borrower’s financial
matters and is satisfactory to the Administrative Agent, confirming that (a) the representations and warranties of each Loan Party
set forth in the Loan Documents are true and correct as of the Closing Date and (b) as of the Closing Date, no Default has occurred
and is continuing.


 


(e)There shall have been delivered
to the Administrative Agent an executed Perfection Certificate.


 


(f)The Administrative Agent
shall have received a solvency certificate substantially in the form of Exhibit I, dated the Closing Date and signed by
the chief financial officer of the Borrower.


 




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(g)The Administrative Agent,
the Lead Arrangers and the Lenders shall have received all fees and other amounts due and payable on or prior to the Closing Date,
including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees of legal counsel to the
Administrative Agent, the Lead Arrangers and the Lenders) required to be reimbursed or paid by the Borrower hereunder.


 


(h)Since December 31, 2014,
there shall have been no event that has had or would reasonably be expected to have a Material Adverse Effect.


 


(i)The Administrative Agent
shall have received the results of a recent Lien search with respect to each Loan Party, and such search shall reveal no Liens
on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Closing Date
pursuant to documentation satisfactory to the Administrative Agent.


 


(j)Other than the items set
forth on Schedule 5.10, the Collateral Agent shall have received the certificates representing the certificated Equity Interests
pledged pursuant to the Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a
duly authorized officer of the pledgor thereof.


 


(k)Each Uniform Commercial
Code financing statement or other filing required by the Pledge Agreement shall be in proper form for filing.


 


(l)Each Loan Party shall have
provided the documentation and other information requested by the Lenders that is required by regulatory authorities under applicable
“know your customer” and anti-money-laundering rules and regulations, including without limitation, the Act, in each
case as requested at least three Business Days prior to the Closing Date.


 


(m)The Administrative Agent
shall have received an executed promissory note payable to the order of each Lender that requested such promissory note at least
one Business Day prior to the Closing Date (or, if requested by such Lender, to such Lender and its registered assigns) and in
a form approved by the Administrative Agent.


 


(n)The Borrower shall have
paid as of the Closing Date immediately after giving effect thereto to the Administrative Agent for the account of each of the
Revolving Lenders, an upfront fee as separately agreed.


 


(o)The Administrative Agent
shall have received copies of the UCC-3s set forth on Schedule 4.01.


 


(p)The entry into and effectiveness
of the IAC Credit Agreement shall have occurred substantially concurrently with the effectiveness of this Agreement.


 


The Administrative Agent shall notify the Borrower and the Lenders
of the Closing Date, and such notice shall be conclusive and binding. It is understood that the Closing Date has occurred.


 


SECTION 4.02  
Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a continuation
or conversion of an existing Borrowing) and the obligation of the Issuing Bank to issue any Letter of Credit is subject to the
satisfaction of the following conditions:


 


(a)The representations and
warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects (except to the extent
that any such representation and warranty is qualified by materiality or Material Adverse Effect, in which case such representation
and warranty shall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that any
such representation and warranty relates to an earlier date (in which case such representation and warranty shall have been true
and correct in all material respects (except to the extent that any such representation and


 




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warranty is qualified by materiality
or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) as of such
earlier date); provided that in the case of any Incremental Term Facility used to finance an acquisition permitted hereunder,
to the extent the Lenders participating in such Incremental Term Facility agree, this Section 4.02(a) shall require only customary
“specified representations” and “acquisition agreement representations” (i.e., those representations of
the seller or the target (as applicable) in the applicable acquisition agreement that are material to the interests of the Lenders
and only to the extent that the Borrower or its applicable subsidiary has the right to terminate its obligations under the applicable
acquisition agreement as a result of the failure of such representations to be accurate) be true and correct in all material respects
(except to the extent that any such representation and warranty is qualified by materiality or Material Adverse Effect, in which
case such representation and warranty shall be true and correct in all respects).


 


(b)At the time of and immediately
after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing.


 


(c)The Administrative Agent
or Issuing Bank shall have received a borrowing notice in accordance with Section 2.03 or a Letter of Credit request in accordance
with Section 2.17(b), as applicable.


 


Each Borrowing shall be deemed to constitute a representation
and warranty by the Borrower or other applicable Loan Party on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.


 


ARTICLE V



Affirmative Covenants


 


Until the Revolving Commitments have expired
or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and
all Letters of Credit have expired or been cash collateralized, the Borrower covenants and agrees with the Lenders that:


 


SECTION 5.01  
Financial Statements; Other Information. The Borrower will furnish to the Administrative Agent and each Lender:


 


(a)within 90 days after the
end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’
equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous
fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without
a “going concern” or like qualification or exception and without any qualification or exception as to the scope of
such audit except as to the effectiveness of internal control over financial reporting with respect to any subsidiary acquired
during such fiscal year in accordance with Regulation S-X under the Exchange Act, as interpreted by the implementation guidance
of the U.S. Securities Exchange Commission) to the effect that such consolidated financial statements present fairly in all material
respects the financial position and results of operations of the Borrower and its consolidated subsidiaries on a consolidated basis
in accordance with GAAP consistently applied (except as approved by such accountants and disclosed therein), and a schedule eliminating
Unrestricted Subsidiaries and reconciling to the financial statements in reasonable detail, as determined by the Borrower if requested
by the Administrative Agent (on its own behalf or at the request of any Lender);


 


(b)within 45 days after the
end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related
statement of operations as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year and the statements
of stockholders’ equity and cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative
form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous
fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial position
and results of operations of the Borrower and its consolidated subsidiaries on


 




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a consolidated basis in accordance
with GAAP consistently applied (except as approved by such officer and disclosed therein), subject to normal year-end audit adjustments
and the absence of footnotes, and a schedule eliminating Unrestricted Subsidiaries and reconciling to the financial statements
in reasonable detail as determined by the Borrower if requested by the Administrative Agent (on its own behalf or at the request
of any Lender);


 


(c)within
90 days after the end of each fiscal year of the Borrower, forecasts of the cash and cash equivalents and long-term debt line items
on the consolidated balance sheets and forecasts of the statements of operations and cash flows, in each case of the Borrower and
the Restricted Subsidiaries on a quarterly basis for the then current fiscal year, in each case prepared by management of Borrower
and substantially in the form as the forecasts delivered by the Borrower to the Lead Arrangers prior to the Closing Date;[reserved];


 


(d)concurrently with any delivery
of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to
whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed
to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.10
(whether or not the Testing Condition is satisfied), (iii) stating whether any change in GAAP or in the application thereof that
materially affects such financial statements has occurred since the date of the audited financial statements referred to in Section
3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate,
(iv) setting forth a description of any change in the jurisdiction of organization of the Borrower or any Material Domestic Subsidiary
since the date of the most recent certificate delivered pursuant to this paragraph (d) (or, in the case of the first such certificate
so delivered, since the Closing Date) and (v) setting forth a calculation in reasonable detail indicating which Domestic Subsidiaries
are Material Domestic Subsidiaries;


 


(e)concurrently with any delivery
of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements
stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which
certificate may be limited to the extent required by accounting rules or guidelines and may be limited to accounting matters and
disclaim responsibility for legal interpretations);


 


(f)at any time the Borrower
or any ERISA Affiliate participates in any Multiemployer Plan, promptly following receipt thereof, copies of any documents described
in Section 101(k) or 101(l) of ERISA that the Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan;
provided that if the Borrower and/or any ERISA Affiliate has not requested such documents or notices from the administrator
or sponsor of the applicable Multiemployer Plan then, upon reasonable request of the Administrative Agent, the Borrower and/or
its ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower
shall provide copies of such documents and notices to the Administrative Agent (on behalf of each requesting Lender) promptly after
receipt thereof; and


 


(g)promptly following any
reasonable request therefor, such other information regarding the operations, business affairs and financial position of the Borrower
or any Restricted Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent (on its own behalf or
at the request of any Lender) may reasonably request.


 


Notwithstanding the foregoing, the obligations in clauses (a)
and (b) of this Section 5.01 may be satisfied with respect to the consolidated financial information of the Borrower by furnishing
the consolidated financial information of any parent of the Borrower that, directly or indirectly, holds all of the Equity Interests
of the Borrower that would be required by clauses (a) and (b) of this Section 5.01 with all references to the “Borrower”
therein being deemed to refer to such parent and all references to “Financial Officer” therein being deemed to refer
to a comparable officer of such parent; provided that such financial statements are accompanied by a schedule (the “Reconciliation”)
eliminating (A) such parent of the Borrower and any of such parent’s subsidiaries other than the Borrower and its subsidiaries
(provided, however, that no such eliminations under this clause (A)
shall be required if 


 




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and
for so long as the rules and regulations of the SEC would permit the Borrower and any direct or indirect parent of the Borrower
to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in
any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Borrower)
and (B) Unrestricted Subsidiaries and reconciling to the financial statements in reasonable detail as determined by the Borrower
if requested by the Administrative Agent (on its own behalf or at the request of any Lender).


 


Information required to be delivered pursuant to this Section
5.01 shall be deemed to have been delivered if such information (including, in the case of certifications required pursuant to
clause (b) above, the certifications accompanying any such quarterly report pursuant to Section 302 of the Sarbanes-Oxley Act of
2002), or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent
on IntraLinks or a similar site to which the Lenders have been granted access or shall be available on the website of the SEC at
http://www.sec.gov; provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative
Agent of the posting of such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft
copies) of such documents. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic
communications pursuant to procedures approved by the Administrative Agent. In the event any financial statements delivered under
clause (a) or (b) above shall be restated, the Borrower shall deliver, promptly after such restated financial statements become
available, revised completed certificates with respect to the periods covered thereby that give effect to such restatement, signed
by a Financial Officer.


 


The Borrower acknowledges and agrees that all financial statements
furnished pursuant to paragraphs (a) and (b) above (but not any Reconciliation unless it is marked “PUBLIC” by the
Borrower) are hereby deemed to be Borrower Materials suitable for distribution, and to be made available, to Public Lenders as
contemplated by Section 9.18 and may be treated by the Administrative Agent and the Lenders as if the same had been marked “PUBLIC”
in accordance with such paragraph (unless the Borrower otherwise notifies the Administrative Agent in writing on or prior to delivery
thereof).


 


SECTION 5.02  
Notices of Material Events. The Borrower will furnish to the Administrative Agent for delivery to each Lender prompt
written notice of the following, upon a Financial Officer of the Borrower
obtaining actual knowledge thereof:


 


(a)the occurrence of any Default;


 


(b)the filing or commencement
of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any Restricted
Subsidiary thereof as to which there is a reasonable likelihood of an adverse determination that would reasonably be expected to
result in a Material Adverse Effect;


 


(c)the occurrence of any ERISA
Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in liability
of the Borrower or its Restricted Subsidiaries in an amount which would constitute a Material Adverse Effect; and


 


(d)any other development that
results in, or would reasonably be expected to result in, a Material Adverse Effect.


 


Each notice delivered under this Section
shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details
of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


SECTION 5.03  
Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause
to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges and franchises material to the conduct of its business except in each case (i) where the failure to do so would
not reasonably be expected to result in a Material Adverse Effect or (ii) as such action is not prohibited under Section 6.03,
6.04 or 6.05.


 




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SECTION 5.04  
Payment of Obligations. The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations,
including Tax liabilities, that, if not paid, would, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being
contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably
be expected to, individually or in the aggregate, result in a Material Adverse Effect.


 


SECTION 5.05  
Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Restricted Subsidiaries to (a)
keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear
excepted, (b) maintain, with financially sound and reputable insurance companies or in accordance with acceptable self-insurance
practices, insurance in such amounts and against such risks as are customarily maintained by companies of similar size engaged
in the same or similar businesses operating in the same or similar locations, and (c) and use commercially reasonable efforts to
maintain, prosecute and enforce its material Intellectual Property, in each case except where the failure to do so would not reasonably
be expected to result in a Material Adverse Effect.


 


SECTION 5.06  
Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep
proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and will cause each of its Restricted Subsidiaries
to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect its properties, to examine
and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent
accountants all at such reasonable times and as often as reasonably requested, provided that such visits, inspections, examinations
and discussions shall, so long as no Default or Event of Default has occurred
and is continuing, take place no more often than one time per fiscal year on a date to be determined by, and shall be coordinated
by, the Borrower and the Administrative Agent.


 


SECTION 5.07  
Compliance with Laws. The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all laws,
rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 5.08  
Use of Proceeds. On and after the Amendment No. 56
Effective Date, the proceeds of the Loans will be used to finance the working capital needs and for general corporate purposes
of the Borrower and its subsidiaries, including to fund dividends and other distributions to IAC.


 


SECTION 5.09  
Subsidiary Guarantors and Collateral.


 


(a)  
On the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) each Restricted Subsidiary
(other than an Excluded Subsidiary) will (A) become a party to the Guarantee Agreement and (B) become a party to the Pledge Agreement
and pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) directly owned by such
Restricted Subsidiary and any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect
of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests) that may be issued or granted to, or
held by, such Restricted Subsidiary while this Agreement is in effect; provided that such Restricted Subsidiary shall not
be required to take any action (including entry into any foreign pledge agreement or similar document) other than those actions
expressly set forth in this clause (B) and deliver to the Collateral Agent any and all certificates representing such Equity Interests
(to the extent certificated), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank.


 


(b)  
With respect to any Person that becomes a Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date,
or any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary after the Closing Date, the Borrower will, within 60
days thereafter (or such longer period as the Collateral Agent may agree in its sole discretion) (i) cause such Restricted Subsidiary
to (A) become a party to the Guarantee Agreement,


 




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(B) except
during a Collateral Suspension Period, become a party to the Pledge Agreement or such other Collateral Document as may
be reasonably requested by the Collateral Agent, (C) except during a
Collateral Suspension Period, pledge all of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity
Interests) directly owned by such Restricted Subsidiary and any other shares, stock certificates, options, interests or rights
of any nature whatsoever in respect of the Equity Interests of any Restricted Subsidiary (other than Excluded Equity Interests)
that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) deliver to the
Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated
stock powers or other appropriate instruments of transfer executed in blank and (E) deliver to the Administrative Agent a certificate
of such Restricted Subsidiary substantially in the form of Exhibit E, with appropriate insertions and attachments, and (ii)
if requested by the Administrative Agent, deliver to the Administrative Agent one or more legal opinions relating to the matters
described above, which shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.


 


SECTION 5.10  
Post-Closing Delivery of Certificated Equity Interests. Within 30 days of the Closing Date (or such later date as
the Administrative Agent may reasonably agree), to the extent not previously delivered, the Borrower agrees that it will deliver
to the Collateral Agent the certificates representing the certificated Equity Interests pledged pursuant to the Pledge Agreement
listed on Schedule 5.10, together with an undated stock power for each such certificate executed in blank by a duly authorized
officer of the pledgor thereof.


 


SECTION 5.11  
Further Assurances. Promptly upon the reasonable request by the Administrative Agent, or any Lender through the Administrative
Agent, the Borrower shall, shall cause the Subsidiary Guarantors to (a) correct any material defect or error that may be discovered
in the execution, acknowledgment, filing or recordation of any Loan Document, and (b) do, execute, acknowledge, deliver, record,
re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments
as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order
to (i) carry out the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s
Equity Interests to the Liens granted by the Pledge Agreement to the extent required thereunder and (iii) perfect and maintain
the validity, effectiveness and priority of the Pledge Agreement and any of the Liens created thereunder. Notwithstanding
the foregoing, neither the Borrower nor any Subsidiary shall be required to comply with the provisions of this Section 5.11 during
any Collateral Suspension Period.


 


SECTION 5.12  
Ratings. The Borrower shall use commercially reasonable efforts to obtain and to maintain public ratings from Moody’s
and Standard & Poor’s for the Term B-1 Loans; provided, however, that the Borrower shall not be required
to obtain or maintain any specific rating.


 


SECTION
5.13   Collateral
Suspension Period. 


 


(a)  
Notwithstanding anything to the contrary contained in this Agreement, any
Loan Document or any other document executed in connection herewith, if a Collateral Suspension Date occurs (including any subsequent
Collateral Suspension Date after the occurrence of an immediately preceding Collateral Reinstatement Date), then the Borrower
shall be entitled to request the release of any or all of the Liens granted pursuant to the Collateral Documents on the Collateral,
and upon delivery to the Administrative Agent and Collateral Agent of the Officer’s Certificate set forth in clause (v)
of the definition of “Collateral Suspension Date,” such Liens securing Obligations shall automatically terminate.
In connection with the foregoing, the Collateral Agent shall, within a reasonable period of time following the request and at
the sole cost and expense of the Loan Parties, assign, transfer and deliver to the applicable Loan Parties, without recourse to
or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such
of the Collateral or any part thereof to be released as may be in possession of the Collateral Agent and as shall not have been
sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, such documents and instruments
(including UCC-3 termination financing statements or releases) as the Borrower shall reasonably request to evidence such termination
and release. During any Collateral Suspension Period, the terms and conditions of the Collateral Documents, including all covenants
and representations and warranties contained therein, shall not apply to the Loan Parties.


 


(b)  
Notwithstanding clause (a) above, if after any Collateral Suspension Date
(i) either (x) the Borrower’s corporate credit family rating subsequently falls below an Investment Grade Rating from any
two of 


 




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Standard
& Poor’s, Moody’s and Fitch or (y) the Borrower ceases to have a corporate family rating by at least two of Standard
& Poor’s, Moody’s and Fitch, (ii) any Loan Party incurs a Lien pursuant to Section 6.02(g) or (iii) the Borrower
notifies the Administrative Agent in writing that it has elected to terminate the Collateral Suspension Period (the occurrence
of any event in clause (i), (ii), or (iii), a “Collateral Reinstatement Event”), the Collateral Suspension Period with
respect to such Collateral Suspension Date shall automatically terminate and the Loan Parties shall, at their sole cost and expense,
take all actions and execute and deliver all documents including the delivery of a new pledge agreement on the same terms as the
prior Collateral Documents and UCC-1 financing statements (collectively, the “New Collateral Documents”) and stock
certificates accompanied by stock powers reasonably requested by the Administrative Agent as necessary to create and perfect the
Liens of the Collateral Agent in such Collateral, substantially consistent with the provisions of Section 4.01 of this Agreement,
in form and substance reasonably satisfactory to the Administrative Agent (collectively, the “Collateral Reinstatement Requirements”),
within 30 days of such Collateral Reinstatement Event (or such longer period as the Administrative Agent may agree in its sole
discretion) (the first date on which a new pledge agreement is required to be delivered pursuant to the foregoing, the “Collateral
Reinstatement Date”). The Collateral Agent is hereby authorized to enter into any New Collateral Documents in connection
with any Collateral Reinstatement Event. 


 


ARTICLE VI



Negative Covenants


 


Until the Revolving Commitments have expired
or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters
of Credit have expired or have been cash collateralized, the Borrower covenants and agrees with the Lenders that:


 


SECTION 6.01  
Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit
to exist any Indebtedness, except:


 


(a)Indebtedness incurred under
the Loan Documents and Refinancing Equivalent Debt;


 


(b)Indebtedness in respect
of the Senior Notes and Permitted Ratio Debt and any Refinancing Indebtedness thereof;


 


(c)(i) Indebtedness of the
Borrower or any other subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets (provided
that such Indebtedness is incurred or assumed prior to or within 90 days after such acquisition or the completion of such construction
or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such
fixed or capital assets) in an aggregate amount under this clause (c) not to exceed the greater of $50,000,000
and 2.0% of Total Assets as of the time of incurrence(x)
$375,000,000 and (y) 50.0% of Consolidated EBITDA for the then most recently ended Test Period; provided that
(x) no Event of Default
shall have occurred and be continuing and (y) the Borrower shall be in pro forma compliance with
Section 6.10 (whether or not the Testing Condition is satisfied) and (ii) any Refinancing Indebtedness thereof;


 


(d)(i) Indebtedness of Foreign
Subsidiaries in an aggregate principal amount at any time outstanding under this clause (d) not to exceed the multiple of (x) $85,000,000
and (y) the sum of 100% plus the percentage (which shall not be less than 0%) by which Consolidated EBITDA of the Borrower for
the most recently ended Test Period exceeds $348,933,000 and (ii) any Refinancing Indebtedness thereof;


 


(e)(i) Indebtedness of any
Non-Loan Party in an aggregate principal amount not to exceed the greater of $25,000,000 and 1.0%
of Total Assets as of the time of incurrence(x) $185,000,000
and (y) 25.0% of Consolidated EBITDA for the then most recently ended Test Period and (ii) any Refinancing Indebtedness
thereof;


 




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(f)Guarantees of any Indebtedness
permitted pursuant to this Section 6.01 and any Refinancing Indebtedness thereof, so long as in the case of clause (b), the Loans
are guaranteed by such Restricted Subsidiary to at least the same extent and, in the case of any Guarantees of Permitted Unsecured
Ratio Debt or the Senior Notes, such Guarantees are by their terms subordinated in right of payment to the Obligations;


 


(g)IAC/Match Intercompany
Debt;


 


(h)(x) Indebtedness of the
Borrower owed to any Restricted Subsidiary or of a Restricted Subsidiary owed to any other Restricted Subsidiary or the Borrower
and (y) Guarantees by any Restricted Subsidiary or the Borrower of any Indebtedness of the Borrower or any other Restricted Subsidiary;
provided, however, that upon any such Indebtedness being owed to any Person other than the Borrower or a Restricted
Subsidiary or any such guarantee being of Indebtedness of any Person other than the Borrower or a Restricted Subsidiary, as applicable,
the Borrower or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this
clause (h);


 


(i)Indebtedness outstanding
on the Closing Date and set forth on Schedule 6.01 and any Refinancing Indebtedness thereof;


 


(j)(i) Indebtedness of any
Person that becomes a Restricted Subsidiary after the Closing Date or is merged with or into or consolidated or amalgamated with
the Borrower or any Restricted Subsidiary after the Closing Date and Indebtedness expressly assumed in connection with the acquisition
of an asset or assets from any other Person; provided that (A) such Indebtedness existed at the time such Person became
a Restricted Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof
and (B) immediately after such Person becomes a Restricted Subsidiary or such merger, consolidation, amalgamation or acquisition,
(x) no Event of Default shall have occurred and be continuing,
and (y) the Borrower shall be in pro forma compliance with Section 6.10 (whether or not the Testing Condition is satisfied) and
(ii) any Refinancing Indebtedness of such Indebtedness described in clause (i);


 


(k)Indebtedness constituting
Investments not prohibited under Section 6.11 (other than Section 6.11(g));


 


(l)Indebtedness in respect
of bid, performance, surety bonds or completion bonds issued for the account of the Borrower or any Restricted Subsidiary in the
ordinary course of business, including guarantees or obligations of the Borrower or any Restricted Subsidiary with respect to letters
of credit supporting such bid, performance, surety or completion obligations;


 


(m)Indebtedness owed to any
officers or employees of the Borrower or any Restricted Subsidiary; provided that the aggregate principal amount of all
such Indebtedness shall not exceed $15,000,000 at any time outstanding;


 


(n)Indebtedness arising or
incurred as a result of or from the adjudication or settlement of any litigation or from any arbitration or mediation award or
settlement, in any case involving the Borrower or any Restricted Subsidiary, provided that the judgment, award(s) and/or
settlements to which such Indebtedness relates would not constitute an Event of Default under Section 7.01(j);


 


(o)indemnification, adjustment
of purchase price, deferred purchase price, contingent consideration or other compensation or similar obligations, in each case,
incurred or assumed in connection with the acquisition or disposition of any business or assets of the Borrower or any Restricted
Subsidiary or Equity Interests of a Restricted Subsidiary, other than Guarantees of Indebtedness incurred by any Person acquiring
all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition;
provided that, in the case of a disposition, the maximum aggregate liability in respect of all such obligations incurred
or assumed in connection with such disposition outstanding under this clause (o) shall at no time exceed the gross proceeds (including
Fair Market Value of


 




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noncash proceeds measured at the
time such noncash proceeds are received) actually received by the Borrower and the Restricted Subsidiaries in connection with such
disposition;


 


(p)unsecured
Indebtedness in respect of obligations of the Borrower or any of its Restricted Subsidiaries to pay the deferred
purchase price of goods or services or progress payments in connection with such goods and services; provided that such
obligations are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all
such payments be made within 60 days after the incurrence of the related obligations) in the ordinary course of business and not
in connection with the borrowing of money;


 


(q)letters of credit, bank
guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other
than obligations in respect of other Indebtedness) in the ordinary course of business;


 


(r)Indebtedness arising (A)
from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds
in the ordinary course of business; provided, however,
that such Indebtedness is extinguished within five Business Days of incurrence, (B) under any customary cash pooling
or cash management agreement with a bank or other financial institution in the ordinary course of business or (C) from Cash Management
Obligations;


 


(s)Indebtedness representing
deferred compensation incurred in the ordinary course of business;


 


(t)Indebtedness arising in
connection with endorsement of instruments for deposit in the ordinary course of business;


 


(u)Indebtedness supported
by a letter of credit, bank guarantee or similar instrument, in principal amount not in excess of the stated amount of such letter
of credit, bank guarantee or similar instrument;


 


(v)the disposition of accounts
receivable in connection with receivables factoring arrangements in the ordinary course of business;


 


(w)Indebtedness of the Borrower
consisting of obligations for the payment of letters of credit in commitment amounts under this clause (w) not to exceed $30,000,000
in the aggregate at the time of incurrence, excluding any commitment amounts for letters of credit issued pursuant to Indebtedness
incurred under any other clause of this Section 6.01;


 


(x)any guarantee by the Borrower
or any of its Restricted Subsidiaries, in the ordinary course of business, of obligations of suppliers, customers, franchisees
and licensees of the Borrower or any of its Restricted Subsidiaries;


 


(y)[reserved];


 


(z)unsecured intercompany
Indebtedness owedincurred
prior to the Separation by a member of the Match Group that
is owed to a member of the IAC Group that is by its terms subordinated in right of payment to the Obligations (the “IAC
Subordinated Debt Facility”), so long as, (I) in respect of each borrowing, on a pro forma basis after giving effect
thereto and the use of proceeds thereof the Consolidated Net Leverage Ratio is equal to or less than 4.50 to 1.00 (excluding any
cash constituting proceeds of such Indebtedness), (II) no Default or Event of
Default shall have occurred and be continuing or would exist after giving effect thereto, (III) the Borrower shall be in compliance
with Section 6.10 (whether or not the Testing Condition is satisfied) on a pro forma basis after giving effect to the incurrence
of any such borrowing and the use of proceeds thereof, (IV) such Indebtedness has a scheduled final maturity date of at least 90
days after the Revolving Termination Date and any then outstanding Incremental Facility and such Indebtedness shall not require
any mandatory prepayments other than in connection with a change of


 




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control, (V) such Indebtedness (x)
shall not require scheduled amortization payments, (y) shall have no financial maintenance covenants of a different type than the
financial covenantscovenant
set forth in Section 6.10, and no financial maintenance covenants that are more restrictive than the financial covenantscovenant
set forth in Section 6.10, and (z) does not have negative covenants and/or default provisions that are, taken as a whole, materially
more restrictive than those applicable to this Agreement as determined in good faith by the Borrower, and (VI) such Indebtedness
shall not be guaranteed by any subsidiaries of the Borrower other than Guarantees by the Subsidiary Guarantors that by their terms
are subordinated in right of payment to the obligations under the this Agreement; and


 


(aa)(i) Indebtedness of Loan
Parties in an aggregate principal amount under this clause (aa) not to exceed the greater of $50,000,000
and 2.0% of Total Assets as of the time of incurrence(x)
$375,000,000 and (y) 50.0% of Consolidated EBITDA for the then most recently ended Test Period and (ii) any Refinancing
Indebtedness thereof;


 


(bb)any
Pre-IPO Notes; and(cc)to the extent constituting Indebtedness, the Match Transactions.


 


Accrual of interest, the accretion of accreted
value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness
for purposes of this Section 6.01.


 


For purposes of determining compliance with
this Section 6.01, (i) Indebtedness need not be incurred solely by reference to one category of described in this Section 6.01
but may be incurred under any combination of such categories (including in part under one such category and in part under any other
such category) and (ii) in the event that Indebtedness incurred pursuant to this Section 6.01 meets the criteria of more than one
of the types of Indebtedness described in this Section 6.01, the Borrower, in its sole discretion, shall classify, or later divide,
classify or reclassify (as if incurred at such later time) such item of Indebtedness and may include the amount and type of such
Indebtedness in one or more of the clauses this Section 6.01 (including in part under one such clause and in part under another
such clause); provided that if at any time any applicable ratio or financial test for any category based on an Incurrence
Based Amounts permits any Indebtedness outstanding under a category based on a Fixed Amount, such Indebtedness shall be deemed
to have been automatically reclassified as incurred or existing under such category based on an Incurrence Based Amount.


 


SECTION 6.02  
Liens. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to
exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including
accounts receivable) or rights in respect of any thereof, except:


 


(a)Permitted Encumbrances;


 


(b)any Lien on any property
or asset of the Borrower or any Restricted Subsidiary (or any improvements or accession thereto or proceeds therefrom) existing
on the Closing Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or
asset of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the
Closing Date and any Refinancing Indebtedness in respect thereof;


 


(c)any Lien existing on any
property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or
asset of any Person that becomes a Restricted Subsidiary after the Closing Date prior to the time such Person becomes a Restricted
Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such
Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of
the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date
of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, and any Refinancing Indebtedness
in respect thereof;


 


(d)Liens securing Indebtedness
of the Borrower or any Restricted Subsidiary incurred pursuant to Section 6.01(c); provided that (i) such Liens are incurred
prior to or within 90 days after such


 




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acquisition or the completion of
such construction and improvement with the acquisition of such fixed or capital assets, and (ii) such Liens do not at any time
encumber any of its existing property other than the property financed by such Indebtedness;


 


(e)deposits, reserves and
other Liens securing credit card operations of the Borrower and its Restricted Subsidiaries;


 


(f)Liens created by the Collateral
Documents or otherwise securing the Obligations;


 


(g)except
during any Collateral Suspension Period, Liens on the Collateral securing Permitted Secured Ratio Debt and/or
Refinancing Equivalent Debt;


 


(h)Liens securing Indebtedness
or other obligations of the Borrower or any Restricted Subsidiary (including
any Guarantees thereof) in an aggregate principal amount not to exceed the greater of $50,000,000
and 2.5% of Total Assets as of the time of incurrence(x)
$375,000,000 and (y) 50.0% of Consolidated EBITDA for the then most recently ended Test Period; provided that, with respect to
any such Liens intended to be secured by the Collateral on an equal and ratable or junior lien basis to the Obligations, the Borrower
shall enter into an intercreditor agreement reasonably satisfactory to the Administrative Agent with respect to such Liens;


 


(i)except
during any Collateral Suspension Period, Liens securing Guarantees of Permitted Secured Ratio Debt and Indebtedness
permitted pursuant to Section 6.01(a); provided that, with respect to any such Liens securing Guarantees of Permitted
Secured Ratio Debtany such Indebtedness an
intercreditor agreement reasonably satisfactory to the Administrative Agent with respect to such Liens is in effect at such time;


 


(j)Liens that do not secure
Indebtedness and do not interfere with the material operations of the Borrower and the Restricted Subsidiaries and do not individually
or in the aggregate materially impair the value of the assets of the Borrower and the Restricted Subsidiaries;


 


(k)Liens deemed to secure
Capital Lease Obligations incurred in connection with any sale and leaseback transaction permitted by Section 6.08;


 


(l)licenses, sublicenses,
leases or subleases that do not interfere in any material respect with the business of the Borrower or any Restricted Subsidiary;


 


(m)any interest or title of
a lessor or sublessor under, and Liens arising from Uniform Commercial Code financing statements (or equivalent filings, registrations
or agreements in foreign jurisdictions) relating to, leases and subleases permitted hereunder;


 


(n)normal and customary rights
of setoff upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to
bankers liens, rights of setoff or similar rights in favor of banks or other depository institutions and not securing any Indebtedness;


 


(o)Liens of a collection bank
arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;


 


(p)Liens solely on any cash
earnest money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement
in respect of any acquisition or other investment by the Borrower or any Restricted Subsidiary;


 


(q)Liens on assets of Non-Loan
Parties securing Indebtedness permitted pursuant to Sections 6.01(d) and (e);


 




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(r)any extension, renewal
or replacement (or successive renewals or replacements) in whole or in part of any Lien referred to in clause (b), (c), (d), (g),
(without refreshing the availability of such clause) (h), (i) or (q); provided that with respect to (b), (c), (d) and (h),
(x) the obligations secured thereby shall be limited to the obligations secured by the Lien so extended, renewed or replaced (and,
to the extent provided in such clauses, extensions, renewals and replacements thereof) plus, in the case of clause (h),
the amount of accrued and unpaid interest on the Indebtedness or other obligations being refinanced, any premium paid to the holders
of the Indebtedness or other obligations being refinanced and other costs and expenses (including fees and underwriting discounts)
incurred in connection with the incurrence of the Indebtedness or other obligations being refinanced and (y) such Lien shall be
limited to all or a part of the assets that secured the Lien so extended, renewed or replaced;


 


(s)Liens encumbering deposits
made to secure obligations arising from common law, statutory, regulatory, contractual or warranty requirements of the Borrower
or any Restricted Subsidiary, including rights of offset and setoff;


 


(t)Liens securing Hedging
Obligations entered into for bona fide hedging purposes of the Borrower or any Restricted Subsidiary not for the purpose
of speculation;


 


(u)Liens in favor of a Loan
Party;


 


(v)Liens in favor of customs
and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods
and Liens in the ordinary course of business in favor of issuers of performance and surety bonds or bid bonds or with respect to
health, safety and environmental regulations (other than for borrowed money) or letters of credit or bank guarantees issued to
support such bonds or requirements pursuant to the request of and for the account of such Person in the ordinary course of business;


 


(w)Interests of vendors in
inventory arising out of such inventory being subject to a “sale or return” arrangement with such vendor or any consignment
by any third party of any inventory;


 


(x)Liens securing Indebtedness
owed by (a) a Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary that is a Subsidiary Guarantor or (b)
the Borrower to a Subsidiary Guarantor;


 


(y)Liens securing obligations
pursuant to cash management agreements and treasury transactions; and


 


(z)Liens arising under any
retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied
to the Borrower and its Restricted Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual
terms.;


 


provided that, at any time, no voluntary
Lien shall be created, incurred, assumed or permitted to exist on any Equity Interests of any Restricted Subsidiary required to
be pledged to secure the Obligations hereunder (or, but for any Collateral
Suspension Period, would be required to be pledged to secured the Obligations) (other than (i) Permitted Encumbrances
described in clauses (a), (b) and (e) of the definition of “Permitted Encumbrances,” (ii) Liens securing the Obligations
and, (iii)
Liens securing Permitted Secured Ratio Debt and Refinancing Equivalent
Debt (and Liens securing Guarantees thereof permitted by Section 6.01(f6.02(i))
and (iv) Liens incurred in reliance on Section 6.02(h)).


 


For purposes of determining compliance with
this Section 6.02, (i) any Lien need not be incurred solely by reference to one category of described in this Section 6.02 but
may be incurred under any combination of such categories (including in part under one such category and in part under any other
such category) and (ii) in the event that any Lien incurred pursuant to this Section 6.02 meets the criteria of more than one of
the types of Lien described in this Section 6.02, the Borrower, in its sole discretion, shall classify, or later divide, classify
or reclassify (as if incurred at such later time), such Lien and may include the amount and type of such Lien in one or more of
the


 




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clauses this Section 6.02 (including in part
under one such clause and in part under another such clause); provided that if at any time any applicable ratio or financial
test for any category based on an Incurrence Based Amounts permits any Indebtedness outstanding under a category based on a Fixed
Amount, such Lien shall be deemed to have been automatically reclassified as incurred or existing under such category based on
an Incurrence Based Amount.


 


SECTION 6.03  
Fundamental Changes. The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of (in one transaction
or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any
of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that,
if at the time thereof and immediately after giving effect thereto no Event
of Default shall have occurred and be continuing:


 


(i)  
any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing
or surviving Person;


 


(ii)  
any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in
which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor,
the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;


 


(iii)  
any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall
be permitted;


 


(iv)  
any Restricted Subsidiary may Dispose of all or substantially all of its assets, or all or substantially all of the stock
of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary or to any Person who becomes a
Restricted Subsidiary in connection with such Disposition, and the Borrower may Dispose of substantially all of its assets, or
substantially all of the stock of its Restricted Subsidiaries, in each case to any Restricted Subsidiary or to any Person who becomes
a Restricted Subsidiary in connection with such Disposition;


 


(v)  
any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution
is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and


 


(vi)  
the Borrower may (x) merge into or consolidate with any other Person, or (y) Dispose of substantially all (as determined
by the Borrower) of its assets, or substantially all (as determined by the Borrower) of the stock of its direct subsidiaries to,
any Restricted Subsidiary; provided, in each case, that the Person formed by or surviving such consolidation or merger or
to which such Disposition is made (such Person, the “Successor Borrower”) is an entity organized and existing
under the laws of any State of the United States of America or the District of Columbia, and the Successor Borrower expressly assumes,
by a Joinder and Reaffirmation Agreement, all of the obligations of the Borrower under this Agreement and each other Loan Document
to which the Borrower is a party and (except during a Collateral Suspension
Period) takes all actions required by the Collateral Documents to perfect the Liens on the Collateral owned by the Successor
Borrower; provided, further, that as of the date of such assumption pursuant this clause (vi) (and
other than with respect to the Match Merger (as defined in the Transaction Agreement), with respect to which only clauses (B),
(D) and (E) below shall apply),


 


(A)the Successor Borrower shall
be in compliance with Section 6.10 (whether or not the Testing Condition is satisfied) on a pro forma basis after giving effect
to such assumption,


 


(B)each other Loan Party shall
have reaffirmed such Loan Party’s obligations under the Loan Documents to which it is a party by executing and delivering
a Joinder and Reaffirmation Agreement,


 




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(C)the Administrative Agent
shall have received a certificate, dated the date of such assumption and signed by the Chief Executive Officer, a Vice President,
a Financial Officer of the Successor Borrower or any other executive officer of the Successor Borrower who has specific knowledge
of the Successor Borrower’s financial matters and is reasonably satisfactory to the Administrative Agent, confirming that
(x) after giving effect to such assumption, no Default or Event of Default has
occurred and is continuing, (y) after giving effect to such assumption, the representations and warranties of each Loan Party set
forth in the Credit Agreement and,
the Guarantee Agreement and (except during a Collateral Suspension Period) the Collateral Documents are true and correct
in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Material
Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) as of the date of such
assumption, except to the extent that any such representation and warranty relates to an earlier date (in which case such representation
and warranty shall have been true and correct in all material respects (except to the extent that any such representation and warranty
is qualified by materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct
in all respects) as of such earlier date and (z) such merger, consolidation or Disposition complies with this Agreement,


 


(D)the Administrative Agent
shall have received (x) a certificate of the Successor Borrower substantially in the form of Exhibit E, including all annexes,
exhibits and other attachments thereto and (y) if requested by the Administrative Agent, an opinion of counsel covering such matters,
and in a form, substantially the same as previously provided to the Administrative Agent under Section 4.01(b) to the extent applicable,


 


(E)the Borrower shall have provided
any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any
Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of the Act
and the Beneficial Ownership Regulation, and


 


(F)in the case of a Disposition
under clause (y) of this clause (vi), any assets of the Borrower that are not transferred to the Successor Borrower shall be deemed
to be a Restricted Payment by the Successor Borrower, and such Restricted Payment shall be subject to compliance with Section 6.05.


 


This Section 6.03(vi) shall not apply to a Disposition
pursuant to clause (y) above unless the Borrower notifies the Administrative Agent that it has elected to rely on this Section
6.03(vi) to transfer the obligations of the “Borrower” hereunder and the other Loan Documents to a Successor Borrower.
Upon any consolidation, merger or Disposition with respect to which this Section 6.03(vi) applies, the Successor Borrower shall
succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this Agreement and the other
Loan Documents, with the same effect as if such Successor Borrower had been named as the Borrower herein and therein, and with
respect to any such Disposition the entity succeeded as Borrower shall be released from the obligation to pay the principal of
and interest on the Loans and all of the Borrower’s other obligations and covenants under this Agreement and the other Loan
Documents.


 


SECTION 6.04  
Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly,
consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof,
(i) no Event of Default shall have occurred and be continuing
and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market
Value of the assets sold or otherwise Disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving
pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the
Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the
Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by


 




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the Borrower or such Restricted Subsidiary,
as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:


 


(i)  
any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or
in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have
been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence
or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities
that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and
for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing,


 


(ii)  
any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee
that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within
180 days following the closing of such Asset Sale, and


 


(iii)  
any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an
aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii)
that is at that time outstanding, not to exceed an amount equal to the greater of (x)
$75,000,000 and (y) 3.0% of Total Assets at the
time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration
being measured at the time received and without giving effect to subsequent changes in value,


 


shall be deemed to be cash or Cash Equivalents for purposes
of this provision and for no other purpose.


 


SECTION 6.05  
Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or
make, directly or indirectly, any Restricted Payment, except:


 


(i)  
the payment by the Borrower or any Restricted Subsidiary of any dividend or the consummation of any irrevocable redemption
within 60 days after the date of declaration thereof or giving the notice of the redemption, if on the date of declaration or notice
the payment would have complied with the provisions of this Agreement (assuming, in the case of redemption, the giving of the notice
would have been deemed to be a Restricted Payment at such time and such deemed Restricted Payment would have been permitted at
such time);


 


(ii)  
the Borrower may declare or make a Restricted Payment with respect to its Equity Interest payable solely in Qualified Equity
Interests or redeem any of its Equity Interests in exchange for, or out of the proceeds of the substantially concurrent issuance
and sale of, Qualified Equity Interests or through accretion or accumulation of such dividends on such Equity Interests; provided
that the issuance of such Equity Interests are not included in any determination of the Retained
Excess Cash FlowAvailable Amount;


 


(iii)  
repurchase, redemption or other acquisition for value by the Borrower of, Equity Interests of the Borrower held by officers,
directors or employees or former officers, directors or employees of the Borrower and any Restricted Subsidiary (or their transferees,
estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment
or service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $10,000,000 during
any twelve consecutive months (with unused amounts in any period being carried over to succeeding periods); provided,
further, that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from any current or former
officer, director or employee (or any permitted transferees thereof) of the Borrower or any of its Restricted Subsidiaries (or
any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of the Borrower from such Persons
will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of this Agreement;


 




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(iv)  
repurchases of Equity Interests (a) deemed to occur upon the exercise of stock options, warrants, or similar rights if the
Equity Interests represent all or a portion of the exercise price thereof, (b) in connection with the satisfaction of any withholding
Tax obligations incurred relating to the vesting or exercise of stock options, warrants, restricted stock units or similar rights
or (c) prior to the Separation, solely to offset the dilution
of the IAC Group’s Equity Interests in the Borrower as a result of the exercise of stock options, warrants, restricted stock
units or similar rights and for the purpose of maintaining tax consolidation with the IAC Group (as determined by the Borrower);
provided that, with respect to this clause (c), immediately prior to and after giving effect to any such repurchase, the
IAC Group shall own not less than 80% by vote and value and not greater than 82% by value of the Equity Interests of the Borrower
that are treated as “stock” for purposes of Section 1504(a)(2) of the Code;


 


(v)  
any Restricted Payment made out of the net cash proceeds of the substantially concurrent sale of, or made by exchange for,
Qualified Equity Interests of the Borrower (other than Qualified Equity Interests issued or sold to a Restricted Subsidiary of
the Borrower or an employee stock ownership plan or to a trust established by the Borrower or any of its Restricted Subsidiaries
for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Borrower from its stockholders;
provided that such net cash proceeds are not included in any determination of the Retained
Excess Cash FlowAvailable Amount;


 


(vi)  
payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation,
merger or transfer of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries that complies with
the provisions of Section 6.03;


 


(vii)  
any Restricted Subsidiary may declare or make a Restricted Payment with respect to the Equity Interests of such Restricted
Subsidiary to the Borrower or any other Restricted Subsidiary (and, in the case of a Restricted Subsidiary that is not a Wholly
Owned Subsidiary, to each owner of Equity Interests of such Restricted Subsidiary such that the Borrower or Restricted Subsidiary
receives at least its pro rata share of such dividend or distribution);


 


(viii)  
Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $50,000,000 and (y) 10.0%
of Consolidated EBITDA for the then most recently ended Test Period less any Investments made under this clause pursuant to Section
6.11(t); provided that after giving effect thereto on a pro forma basis (i) no
Event of Default shall have occurred and be continuing and
(ii) the Consolidated Net Leverage Ratio is equal to or less than 4.50 to 1.00;


 


(ix)  
Restricted Payments up to an aggregate amount not to exceed $100,000,000the
greater of (x) $150,000,000 and (y) 20.0% of Consolidated EBITDA for the then most recently ended Test Period less any
Investments made under this clause pursuant to Section 6.11(t);


 


(x)  
Restricted Payments so long as after giving effect thereto on a pro forma basis, (i)(x) prior to the Term B-1 Loan Repayment
Date, the Secured Net Leverage Ratio is equal to or less than 2.00 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date,
the Consolidated Net Leverage Ratio is equal to or less than 4.00 to 1.00 and (ii) no Event
of Default shall have occurred and be continuing;


 


(xi)  
the Borrower and its Restricted Subsidiaries may make Restricted Payments to any member
of the IAC Group that is a direct or indirect parent of the Borrower:


 


(A)the proceeds of which will
be used to pay the consolidated, combined or similar income tax liability of such parent’s income tax group that is attributable
to the income of the Borrower or its subsidiaries; provided that (x) no such payments with respect to any taxable year shall
exceed the amount of such income tax liability that would have been imposed on the Borrower and/or the applicable subsidiaries
had such entity(ies) filed on a stand-alone basis and (y) any such payments attributable to an Unrestricted Subsidiary shall be
limited to the amount of any cash paid by such Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary for such purpose;


 




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(B)the proceeds of which shall
be used to pay such equity holder’s operating costs and expenses, other overhead costs and expenses and fees, in each case,
which are directly attributable to the ownership or operations of the Borrower and its subsidiaries; or


 


(C)the proceeds of which shall
be used to pay customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees
of any direct or indirect parent of the Borrower to the extent such salaries, bonuses, other benefits and indemnities are directly
attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries;


 


(xii)  
any Junior Debt Restricted Payments; provided that, at the time of, and after giving effect thereto on a pro forma
basis (x) no Event of Default shall have occurred and be
continuing and (y) the Borrower shall be in compliance with Section 6.10 (whether or not the Testing Condition is satisfied) as
of the end of the most recently ended Test Period;


 


(xiii)  
Restricted Payments in connection with the Match Transactions; and


 


(xiv)  
prior to the Term B-1 Loan Repayment Date, Restricted Payments in an amount
not to exceed the portion of the Retained Excess Cash FlowAvailable
Amount on the date of such election that the Borrower elects to apply to this Section 6.05(xiv) in a written notice of a Responsible
Officer thereof, which notice shall set forth the Retained Excess Cash FlowAvailable
Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to
be so applied; provided that after giving effect thereto on a pro forma basis (i)
no Event of Default shall have occurred and be continuing
and (ii) the Consolidated Net Leverage Ratio is equal to or less than 4.50 to 1.00..


 


For purposes of determining compliance with
this Section 6.05, any Restricted Payment need not be made solely by reference to one category of described in this Section 6.05
but may be made under any combination of such categories (including in part under one such category and in part under any other
such category).


 


SECTION 6.06  
Transactions with Affiliates. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell,
lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or
otherwise engage in any other transactions (including amendments or modifications to prior or existing transactions) with, any
of its Affiliates involving payment or consideration in excess of $5,000,000,25,000,000,
except:


 


(a)for transactions at prices
and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length
basis from unrelated third parties, as determined by the Borrower;


 


(b)transactions between or
among the Borrower and its Restricted Subsidiaries not involving any other Affiliate;


 


(c)pursuant to, as determined
by the Borrower, reasonable director, officer and employee compensation (including bonuses) and other benefits (including retirement,
health, and stock compensation plans) and indemnification arrangements and performance of such arrangements;


 


(d)any Restricted Payment
permitted by Section 6.05;


 


(e)ordinary course overhead
arrangements in which any Restricted Subsidiary or Unrestricted Subsidiary participates;


 


(f)any Investment permitted
by Section 6.11;


 


(g)(x) any agreement or arrangement
in effect on the Amendment No. 5 Effective Date and any amendment or replacement thereof that is not more disadvantageous to the
Lenders in any material


 




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respect than the agreement or arrangement
in effect on the Amendment No. 5 Effective Date, as determined in good faith by the Borrower; (y) any agreement or arrangement
between the Borrower or any of its Restricted Subsidiaries on the one hand and a member of the IAC Group on the other hand of a
type that is customarily entered into by a publicly traded entity or its subsidiaries and a publicly traded parent of such entity
(or a subsidiary of such publicly traded parent), as determined in good faith by the Borrower, or (z) any transaction pursuant
to any agreement or arrangement referred to in the immediately preceding clause (x) or clause (y);


 


(h)any transaction with a
joint venture or similar entity which would be subject to this Section 6.06 solely because the Borrower or a Restricted Subsidiary
owns an equity interest in or otherwise controls such joint venture or similar entity;


 


(i)any transaction entered
into by a Person prior to the time such Person becomes a Restricted Subsidiary or is merged or consolidated with or into the Borrower
or a Restricted Subsidiary;


 


(j)any transaction with an
Affiliate where the only consideration paid by the Borrower or any Restricted Subsidiary is Qualified Equity Interests;


 


(k)the issuance or sale of
any Qualified Equity Interests;


 


(l)any issuance of securities,
or other payments, awards or grants in cash, securities or otherwise, in each case pursuant to, or the funding of, employment arrangements,
stock options and stock ownership plans in the ordinary course of business;


 


(m)any employment agreements
entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business and the transactions pursuant
thereto;


 


(n)transactions between any
one or more members of the IAC Group and any one or more members of the Match Group in connection with the Match Transactions;
and


 


(o)  transactions
with an Escrow Borrower, including any Escrow Assumption and the entrance into any agreements related thereto so long as no Default
or Event of Default shall have occurred and be continuing or would result therefrom;
and


 


(p)  transactions
contemplated by the Transaction Agreement, including the Match Loan (as defined therein).


 


SECTION 6.07  
Changes in Fiscal Periods. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, change
its fiscal year to end on a day other than December 31 or change its method of determining fiscal quarters.


 


SECTION 6.08  
Sales and Leasebacks. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into
any arrangement with any Person (other than the Borrower or a Restricted Subsidiary) providing for the leasing by the Borrower
or any Restricted Subsidiary of real or personal property that has been or is to be sold or transferred by the Borrower or any
Restricted Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of the Borrower or any Restricted Subsidiary unless (i) the lease in such arrangement
is a capital lease and such capital lease may be entered into at such time pursuant to Sections 6.01 and 6.02 or (ii) the lease
in such arrangement is not a capital lease and the aggregate proceeds from such arrangement and other such arrangements since the
Amendment No. 5 Effective Date do not exceed the greater of $25,000,000(x)
$75,000,000 and 3.0(y)
10.0% of Consolidated EBITDA after giving effect thereto on a pro forma basis for the then most recently ended Test
Period.


 


SECTION 6.09  
Clauses Restricting Subsidiary Distributions. The Borrower will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to (a) pay dividends or make any


 




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other distributions on or in respect of its
Equity Interests held by the Borrower or a Restricted Subsidiary, (b) make loans or advances or pay any Indebtedness or other obligation
owed to the Borrower or any Subsidiary Guarantor or (c) transfer any of its assets to the Borrower or any Subsidiary Guarantor,
except for such encumbrances or restrictions existing under or by reason of:


 


(i)  
any encumbrances or restrictions existing under this Agreement and the other Loan Documents;


 


(ii)  
encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered
into in connection with the Disposition of all or substantially all of the capital stock or assets of such Restricted Subsidiary;


 


(iii)  
encumbrances or restrictions under any agreement governing Capital Lease Obligations secured by Liens permitted by Section
6.02, so long as such restrictions apply only to the assets subject to such Liens or relating to such Capital Lease Obligations,
as the case may be;


 


(iv)  
encumbrances or restrictions under any agreement listed on Schedule 6.09 as in effect on the Closing Date;


 


(v)  
encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary after the Closing Date
that existed prior to the time such Person became a Restricted Subsidiary; provided that such restrictions are not created
in contemplation of or in connection with such acquisition;


 


(vi)  
any other instrument or agreement entered into after the Closing Date that contains encumbrances and restrictions that,
as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Loans;


 


(vii)  
encumbrances or restrictions existing under or by reason of applicable law, regulation or order;


 


(viii)  
non-assignment provisions of any contract or lease entered into in the ordinary course of business;


 


(ix)  
encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity Interests of such Restricted
Subsidiary, permitted under this Agreement to any Person pending the closing of such sale;


 


(x)  
encumbrances or restrictions relating to any Lien permitted under this Agreement imposed by the holder of such Lien that
limit the right of the relevant obligor to transfer assets that are subject to such Lien;


 


(xi)  
encumbrances or restrictions relating to any Lien on any asset or property at the time of acquisition of such asset or property
by the Borrower or any Restricted Subsidiary;


 


(xii)  
customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture
agreements, shareholder agreements and other similar agreements that restrict the transfer of ownership interests in such partnership,
limited liability company, joint venture, corporation or similar Person;


 


(xiii)  
encumbrances or restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts
entered into in the ordinary course of business;


 


(xiv)  
Indebtedness incurred in compliance with Section 6.01(c) that imposes restrictions of the nature described in clause (c)
above on the assets acquired;


 




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(xv)  
with respect to clause (c) only, any encumbrance or restriction consisting of customary nonassignment provisions in leases
governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent
such provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements;


 


(xvi)  
with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness
of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such
security agreements or mortgages;


 


(xvii)  
any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings of the contracts, agreements, instruments or obligations referred to in this Section 6.09;
provided that, as determined by the Borrower, such amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings (a) are not materially more restrictive with respect to such encumbrances and restrictions
than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings or (b) will not materially adversely affect the Borrower’s ability to make payments on the Loans;


 


(xviii)  
encumbrances or restrictions imposed by the Senior Notes; and


 


(xix)  
encumbrances or restrictions imposed on any member of the Match Group in connection with the Match Transactions.


 


SECTION 6.10  
Consolidated Net Leverage Ratio; Interest Coverage Ratio. As of
the last day of any Test Period, if the Testing Condition is satisfied, then the Borrower will not permit (x)
the Consolidated Net Leverage Ratio as of the last day of such Test Period to exceed 5.00 to 1.00
or (y) the Interest Coverage Ratio as of the last day of such Test Period to be less than 2.00 to 1.00.


 


SECTION 6.11  
Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make any advance,
loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds,
notes, debentures or other debt securities of, or any assets constituting a business unit of,
or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing,
“Investments”) except:


 


(a)extensions of trade credit
and credit to customers in the ordinary course of business;


 


(b)Investments in cash and
Cash Equivalents and Investments that were Cash Equivalents when made;


 


(c)loans and advances to directors,
employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment
and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000
at any one time outstanding;


 


(d)Investments made by the
Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary or any Person who becomes a Restricted Subsidiary
in connection with such Investment;


 


(e)Investments (other
thanincluding Investments directly
or indirectly in Unrestricted Subsidiaries) made at any time if, after giving pro forma effect thereto,
(i) the Consolidated Net Leverage Ratio is equal to or less than 4.50 to 1.00 and (ii) no Specified
Event of Default shall have occurred and be continuing;


 


(f)any Investment existing
on, or made pursuant to binding commitments existing on, the Closing Date and disclosed to the Lenders in writing on the Closing
Date;


 




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(g)Investments not prohibited
by Section 6.05;


 


(h)Investments in Unrestricted
Subsidiaries in an aggregate amount not to exceed (I) $150,000,000 plus (II) (x) prior
to the Term B-1 Loan Repayment Date, $50,000,000 (commencing with the fiscal year ending December 31, 2019) and (y) on or after
the Term B-1 Loan Repayment Date, $150,000,000, in each case, in any fiscal year (with unused amounts pursuant
to clauses (I) and (II) collectively permitted to be carried over to succeeding fiscal years up to an aggregate total amount in
any fiscal year not to exceed (i) prior to the Term B-1 Loan Repayment Date, $150,000,000 and
(ii) on or after the Term B-1 Loan Repayment Date, $450,000,000$300,000,000);
provided that after giving pro forma effect to each such Investment, no Specified
Event of Default shall have occurred and be continuing;


 


(i)Guarantees not prohibited
by Section 6.01;


 


(j)Investments to the extent
that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of
such Equity Interests are not included in any determination of the Retained Excess Cash FlowAvailable
Amount;


 


(k)accounts, chattel paper
and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of business;


 


(l)Investments received in
connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and
other disputes with, suppliers and customers arising in the ordinary course of business;


 


(m)Investments, including
in joint ventures of the Borrower or any Restricted Subsidiary, in an amount not to exceed at any one time outstanding the greater
of (x) $75,000,000 or (y)
3.50% of Total Assets;


 


(n)Investments arising out
of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section
6.04;


 


(o)Guarantees by the Borrower
or any Restricted Subsidiary of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute
Indebtedness, in each case entered into by the Borrower or Restricted Subsidiary in the ordinary course of business;


 


(p)lease, utility and other
similar deposits in the ordinary course of business;


 


(q)to the extent constituting
Investments, the Match Transactions;


 


(r)Investments by the Borrower
and its Restricted Subsidiaries in any Escrow Borrower for purposes of funding original issue discount, upfront fees, redemption
or repayment premium and interest with respect to any Escrow Permitted Ratio Debt or Escrow Incremental Term Loans,
in each case, to the extent such Escrow Permitted Ratio Debt and/or such Escrow Incremental Term Loans are incurred in connection
with the Match Transactions; provided that after giving pro forma effect to such Investment, no Event
of Default shall have occurred and be continuing;


 


(s)Investments in an amount
not to exceed the portion of the Retained Excess Cash FlowAvailable
Amount on the date of such election that the Borrower elects to apply to this Section 6.11(s) in a written notice of a Responsible
Officer thereof, which notice shall set forth the Retained Excess Cash FlowAvailable
Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to
be so applied; provided that after giving effect thereto on a pro forma basis (i)
no Specified Event of Default shall have occurred and be
continuing and (ii) the Consolidated Net Leverage Ratio is equal to or less than 4.50 to 1.00;
and; 


 




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(t)prior to the Term B-1 Loan
Repayment Date, Investments by the Borrower and its Restricted Subsidiaries, if the Borrower or any Restricted Subsidiary would
otherwise be permitted to make a Restricted Payment under Section 6.05(viii) or (ix) in such amount; provided that the amount
of any such Investment shall be deemed to be a Restricted Payment under the applicable clause for all purposes under this Agreement;


 


(u)Investments in Unrestricted
Subsidiaries (i) arising in the ordinary course of business related to cash management, payroll, accounts payable, insurance and
other similar expenses, which in the Borrower’s good faith determination will be promptly reimbursed by such Unrestricted
Subsidiary or (ii) consisting of the Equity Interests or assets of an Unrestricted Subsidiary; provided that any such Investment
made in reliance on this clause (ii) shall not increase availability under Section 6.11(h) or (m) if the original Investment in
such Unrestricted Subsidiary was made in reliance on Section 6.11(h) or (m); and


 


(v)Investments
(including Investments in Unrestricted Subsidiaries)
made at any time if, after giving pro forma effect thereto, (i) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage
Ratio is equal to or less than 2.00 to 1.00, and (ii) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage
Ratio is equal to or less than 4.00 to 1.00 and (ii) no Default shall have occurred and be continuing.(v)Investments
contemplated by the Transaction Agreement, including the Match Loan (as defined therein) and any contribution thereof to one or
more parent entities.


 


For purposes of determining compliance with
this Section 6.11, any Investment need not be made solely by reference to one category of described in this Section 6.11 but may
be made under any combination of such categories (including in part under one such category and in part under any other such category).
The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Borrower’s
option, but not below zero) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value
received in respect of such Investment.


 


SECTION 6.12  
Activities of Match Group, Inc. Match Group, Inc. (i) shall not engage in any material operational activity other
than (1) the ownership of Equity Interests in its subsidiaries or entities that become its subsidiaries (or, indirectly through
its subsidiaries, other Equity Interests in accordance with clause (ii) below) and activities incidental thereto, including making
Investments in its subsidiaries or entities that become its subsidiaries and owing Indebtedness to its subsidiaries, (2) activities
in connection with the Transactions and the Match Transactions and as
otherwise contemplated by the Transaction Agreement, (3) corporate maintenance activities and incurring fees, costs
and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying
taxes, (4) the performance of its obligations and rights under and in connection with the Loan Documents and Transactions, any
documentation governing any Indebtedness or Guarantee and the other agreements contemplated hereby, (5) entering into and performing
employment, severance and similar arrangements with, and providing indemnification to, officers, employees and members of the Board
of Directors of the Borrower and boards of directors and officers and employees of its subsidiaries, (6) the performing of activities
in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests,
(7) activities that arise as a result of its status as a public company and a SEC registrant, (8) repurchases of Indebtedness through
open market purchases or Dutch auctions permitted under this Agreement and (9) activities otherwise permitted pursuant to this
Section 6.12 and (ii) shall not own or acquire any material assets (other than Equity Interests of its subsidiaries, Indebtedness
through open market purchases or Dutch auctions permitted hereunder and cash and Cash Equivalents), except in connection with activities
otherwise permitted pursuant to this Section 6.12. Notwithstanding anything to the contrary in this Section 6.12, Match Group,
Inc. (i) may engage in financing activities, including the incurrence of Indebtedness, entry into and performance of Swap Agreements,
issuance of equity, payment of Restricted Payments, contribution to the capital of its subsidiaries and guarantee the obligations
of its subsidiaries in each case as otherwise not prohibited hereunder, (ii) may engage in and contract for tax, accounting, human
resources, information technology, internal restructurings and other administrative activities as a member of the Match Group and
as a subsidiary of IAC, (iii) may engage in any activities required by law, rule or regulation (or any activities in connection
with, or that arise as part of, any litigation) and (iv) may engage in activities or own and acquire assets incidental or reasonably
related to the foregoing.


 




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ARTICLE VII



Events of Default


 


SECTION 7.01  
Events of Default. If any of the following events (“Events of Default”) shall occur:


 


(a)the Borrower shall fail
to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date
fixed for prepayment thereof or otherwise;


 


(b)the Borrower shall fail
to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section
7.01) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied
for a period of five Business Days;


 


(c)any representation or warranty
made or deemed made by or on behalf of the Borrower or any other Loan Party in this Agreement or any other Loan Document or any
amendment, modification or waiver in respect thereof, or in any certificate furnished pursuant to this Agreement or any other Loan
Document or any amendment, modification or waiver in respect thereof, shall prove to have been incorrect in any material respect
when made or deemed made and such incorrect representation or warranty,
if capable of being cured, remains so incorrect for thirty (30) days after such representation or warranty was made or deemed made;


 


(d)any Loan Party shall fail
to observe or perform any covenant, condition or agreement contained in Section 5.02,5.02(a)
(solely with respect to the occurrence of a Default; provided that subsequent delivery to the Administrative Agent of a notice
of the occurrence of such Default shall cure an Event of Default for failure to provide a notice under Section 5.02(a) unless a
Financial Officer of the Borrower had actual knowledge that such Default had occurred and was continuing and reasonably should
have known in the course of his or her duties that the failure to provide such notice would constitute an Event of Default),
5.03 (with respect to the Borrower’s existence) or 5.08 or in Article VI; provided that unless any Incremental Term
Facility expressly provides otherwise, the Borrower’s failure to perform or observe the covenantscovenant
set forth in Section 6.10 shall not constitute an Event of Default for purposes of any Term Facilities unless and until the Required
Revolving Lenders have actually declared all such obligations to be immediately due and payable in accordance with the Loan Documents
and such declaration has not been rescinded on or before the date on which the Lenders in respect of the Incremental Term Facilities
declare an Event of Default in connection therewith (the “Term Loan Standstill Period”);


 


(e)any Loan Party shall fail
to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document to which it is
a party (other than those specified in clause (a), (b), (c) or (d) of this Section 7.01), and such failure shall continue unremedied
for a period of 30 days after written notice thereof from the Administrative Agent to the Borrower (which notice will be given
at the request of any Lender);


 


(f)the Borrower or any Restricted
Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material
Indebtedness, when and as the same shall become due and payable after any applicable grace period therefor;


 


(g)any event or condition
occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with
or without the giving of notice) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf
to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior
to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result
of the voluntary sale or transfer of the property or assets securing such Indebtedness;


 




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(h)an involuntary proceeding
shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect
of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the 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 $50,000,000150,000,000
(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, the
Pledge Agreement shall cease, for any reason, to be in full force and effect, or any Loan Party shall so assert in writing, orother
than during a Collateral Suspension Period, 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, as permitted under the Loan Documents);


 


(m)this Agreement or the Guarantee
Agreement 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 (or, unless any Incremental Term Facility provides
otherwise, to the extent such Event of Default solely comprises an Event of Default arising from the Borrower’s failure to
perform or observe the covenantscovenant
set forth in Section 6.10, prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving
Lenders only, and in such case only with respect to the Revolving Commitments, Revolving Loans and any Letters of Credit) 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 Section 2.17(k); and in case of any event with respect to the Borrower described in clause
(h) or (i) of this Section 7.01, the Revolving Commitments shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically


 




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become due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower.


 


ARTICLE VIII



The Administrative Agent


 


SECTION 8.01  
Appointment and Authorization. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent
and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably
incidental thereto.


 


SECTION 8.02  
Administrative Agent and Affiliates. The bank serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent,
and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the
Borrower or any Restricted Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.


 


SECTION 8.03  
Action by Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly
set forth herein and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by
the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided
in Section 9.02 or 9.03), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Restricted Subsidiaries
that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative
Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 or 9.03)
or otherwise, in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered under or in connection with this Agreement or any other Loan Document, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or in any other Loan
Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


SECTION 8.04  
Consultation with Experts. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability
for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to
be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made
to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts.


 


SECTION 8.05  
Delegation of Duties. The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent
may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any


 




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such sub-agent and to the Related Parties
of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent.


 


SECTION 8.06  
Successor Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any
such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint
a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank.
Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After
the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.04 shall continue in
effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.


 


SECTION 8.07  
Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative
Agent, any Lead Arranger or any other Lender or any of their respective Related Parties and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent, any Lead Arranger or any other Lender or any of
their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue
to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related
agreement or any document furnished hereunder or thereunder. Each Lender further acknowledges and agrees that the extensions of
credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities.


 


SECTION 8.08  
Lead Arrangers; Co-Syndication Agents; Co-Documentation Agents. Notwithstanding anything to the contrary herein,
none of the Lead Arrangers, the Co-Syndication Agents or Co-Documentation Agents shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity, if applicable, as the Administrative Agent, the
Collateral Agent, a Lender or an Issuing Bank. Each Lender acknowledges that it has not relied, and will not rely, on any of the
Lead Arrangers, the Co-Syndication Agents or the Co-Documentation Agents in deciding to enter into this Agreement or any other
Loan Document or in taking or not taking any action hereunder or thereunder.


 


SECTION 8.09  
Tax Indemnification by the Lenders. To the extent required by any applicable Requirements of Law, the Administrative
Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding
the provisions of Section 2.14, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make
payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities
and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against
the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of the
Administrative Agent to properly withhold Tax from any amounts paid to or for the account of such Lender for any reason (including,
without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify
the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective).
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time
owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this
Section 8.09. The agreements in this Section 8.09 shall survive the resignation and/or replacement of the Administrative Agent,
any assignment of rights by, or the replacement of, a Lender, the termination of the commitments and the repayment, satisfaction
or discharge of all other Obligations.


 




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SECTION 8.10  
Certain ERISA Matters.


 


(a)  
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party,
that at least one of the following is and will be true:


 


(i)  
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or
more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit, the Revolving Commitments or this Agreement;


 


(ii)  
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Commitments and this Agreement;


 


(iii)  
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to
enter into, participate in, administer and perform the Loans, the Letters of Credit, the Revolving Commitments and this Agreement,
(C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Commitments
and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge
of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Commitments and this
Agreement; or


 


(iv)  
such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender.


 


(b)  
In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or
(2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y)
covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for
the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other
Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Commitments
and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this
Agreement, any Loan Document or any documents related hereto or thereto).


 


ARTICLE IX



Miscellaneous


 


SECTION 9.01  
Notices.


 


(a)  
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including
by telecopy) (unless otherwise specifically permitted in this Agreement), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid,
or, in the case of telecopy or telephone notice, when received,


 




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addressed as follows in the case of the Borrower
and the Administrative Agent, and as set forth in an Administrative Questionnaire delivered to the Administrative Agent in the
case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:


 


Borrower:





Match Group, Inc.

8750 North Central Expressway, Suite 1400

Dallas, TX 75231

Chief Financial Officer

Telephone: (214) 576-9352

Fax: (972) 892-9577


 


With
a copy to:





Match Group, Inc.

8750 North Central Expressway, Suite 1400

Dallas, TX 75231

General Counsel

Telephone: (214) 576-9352

Fax: (972) 892-9577


 


Administrative
Agent:





JPMorgan Chase Bank, N.A.

500 Stanton Christiana Road

NCC 5, 1st Floor

Newark, DE 19713-2107

Mary Crews

Telephone: (302) 634- 5758

Fax: (302) 634-1417


 


and



J.P. Morgan Europe Limited

Loans Agency, 6th floor

25 Bank Street, Canary Wharf

London E145JP

United Kingdom

Attention: Loans Agency

Telephone: +44 20 7134 8188

Fax: +44 20 7777 2360


 


With
a copy to:





JPMorgan Chase Bank, N.A.

383 Madison Avenue, 24th Floor

New York, New York 10179

Attention: Matthew Cheung

Telephone: (212) 270-5282

Fax: (212) 270-3279


 


(b)  
Notices, financial statements and similar deliveries and other communications to the Lenders hereunder may be delivered
or furnished by electronic communications pursuant to procedures approved by the Administrative Agent (including by posting on
IntraLinks); provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided
that approval of such procedures may be limited to particular notices or communications.


 




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SECTION 9.02  
Waivers; Amendments.


 


(a)  
No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights
or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality
of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative
Agent or any Lender may have had notice or knowledge of such Default at the time.


 


(b)  
Neither this Agreement nor any provision hereof may be waived, amended, amended and restated or modified except as provided
in Sections 2.02, 2.11, 2.19 and 2.20 or pursuant to an agreement
or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent
with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon,
or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce
the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender directly affected thereby (it being understood that the waiver of (or amendment to the terms of) any mandatory
prepayment of Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest), (iv)
change Section 2.15 in a manner that would alter the pro rata distribution or sharing of payments required thereby or any provision
requiring the pro rata funding of Loans, without the written consent of each Lender, (v) except as provided in Section 9.16, release
all or substantially all of the Collateral securing the Obligations or all or substantially all of the value of the Guarantees
provided by the Subsidiary Guarantors taken as a whole without the written consent of each Lender, (vi) change any of the provisions
of this Section or the definition of “Required Lenders,” “Required Revolving Lenders” or any other provision
hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination
or grant any consent hereunder, without the written consent of each Lender; provided that such provisions may be amended
or amended and restated pursuant to the establishment of Incremental Term Loans pursuant to Section 2.02 in order to restrict affiliated
lenders and other persons from being included in such definitions, or (vii) change the definition of “Alternative Currency,”
without the written consent of each Lender; provided, further, that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent or any Issuing Bank hereunder without the prior written consent of the
Administrative Agent or such Issuing Bank, as the case may be.


 


(c)  
Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made (including by amendment
and restatement) with the consent of the Borrower and the Administrative Agent (but without the consent of any Lender) to the extent
necessary (A) to effectuate any Incremental Facilities, Refinancing Term Loans, Replacement Revolving Facility Commitments, Replacement
Revolving Loans, Extended Revolving Commitments and Extended Revolving Loans in a manner consistent with Sections 2.02, 2.19 and
2.20 and as may be necessary to establish such Incremental Facilities, Refinancing Term Loans, Extended Revolving Commitments,
Term Loans, Replacement Revolving Facility Commitments, Replacement Revolving Loans or Extended Revolving Loans as a separate Class
or tranche from any Existing Term Loans, Revolving Commitments or Revolving Loans, as applicable, and, in the case of Extended
Term Loans, to reduce the amortization schedule of the related existing Class of Term Loans proportionately or (B) to cure any
ambiguity, omission, error, defect or inconsistency and, in each case under this clause (B), such amendment shall become effective
without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the
Required Lenders within ten Business Days following receipt of notice thereof.


 


(d)  
Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, unless otherwise set forth in any
Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment with respect to the Class of Loans and Commitments
established thereby, only the consent of the Required Revolving Lenders shall be necessary to (1) waive or consent to a waiver
of an Event of Default under Section 7.01(d) (solely


 




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with respect to Section 6.10) or (2) modify
or amend Section 6.10 (including, in each case, the component definitions thereof, solely to the extent such definitions are used
in such Section (but not otherwise)) or this clause (d).


 


SECTION 9.03  
Waivers; Amendments to Other Loan Documents.


 


(a)  
No failure or delay by the Administrative Agent or any Lender in exercising any right or power under the Guarantee Agreement
or the Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders under the Guarantee
Agreement and the Pledge Agreement are cumulative and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of the Guarantee Agreement or the Pledge Agreement or consent to any departure by any Loan Party therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given.


 


(b)  
Neither the Guarantee Agreement, the Pledge Agreement nor any provision thereof may be waived, amended, amended and restated
or modified except pursuant to an agreement or agreements in writing entered into by each affected Loan Party and, except as provided
in Section 2.02, 2.19, 2.20, 9.02 or in the case of amendments to the Pledge Agreement described in Section 7.1(b) thereof, the
Required Lenders or by the affected Loan Party and the Administrative Agent with the consent of the Required Lenders; provided
that no such agreement shall (i) release all or substantially all of the Collateral (except as provided in Section 9.16), (ii)
modify the “waterfall” provisions set forth in Section 5.3 of the Pledge Agreement, (iii) release all or substantially
all of the Material Domestic Subsidiaries as Subsidiary Guarantors (except as provided in Section 9.16) or (iv) change any of the
provisions of this Section, in each case without the written consent of each Lender; provided, further, that no such
agreement shall amend, modify or otherwise affect the rights or duties of the Collateral Agent under the Guarantee Agreement or
the Pledge Agreement without the prior written consent of the Collateral Agent.


 


(c)  Without
the consent of any Lender, the Loan Parties and the Administrative Agent and the Collateral Agent may (in their respective sole
discretion, or shall, to the extent required by any Loan Document) enter into any amendment, amendment and restatement, modification,
supplement or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection,
expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit
of the Secured Parties, and to give effect to any intercreditor agreement reasonably satisfactory to the Administrative Agent associated
therewith, or as required by local law to give effect to, or protect, any security interest for the benefit of the Secured Parties
in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise
enhance the rights or benefits of any Lender under any Loan Document.


 


SECTION 9.04  
Expenses; Indemnity; Damage Waiver.


 


(a)  
The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Lead Arrangers
and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent
and the Lead Arrangers, in connection with the syndication of the Facilities and the preparation, execution, delivery and administration
of this Agreement or any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof and
(ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including the fees, charges and
disbursements of one firm of counsel for the Administrative Agent and the Lenders taken as a whole (and in the case of an actual
or perceived conflict of interest, one additional counsel to all such affected Persons, taken as a whole), and to the extent required,
one firm of local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)
and one firm of regulatory counsel, in connection with the enforcement or protection of its rights in connection with this Agreement
or any other Loan Document, including their rights under this Section, or in connection with the Loans made hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.


 




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(b)  
The Borrower shall indemnify the Administrative Agent, the Lead Arrangers and each Lender, and each Related Party of any
of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented or invoiced
out-of-pocket fees, expenses, disbursements and other charges of one firm of counsel for all Indemnitees, taken as a whole (and,
in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower
of any existence of such conflict and in connection with the investigating or defending any of the foregoing has retained its own
counsel, of another firm of counsel for such affected Indemnitee), and to the extent required, one firm or local counsel in each
relevant jurisdiction) and one firm of regulatory counsel of any such Indemnitee, arising out of, in connection with, or as a result
of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby
or thereby, the performance by the parties to this Agreement or any other Loan Document of their respective obligations hereunder
or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan,
Letter of Credit or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrower or any of its Restricted Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Restricted Subsidiaries, (iv) any civil penalty or fine assessed by
OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense
thereof, by the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by
OFAC or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether
based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or whether or not such
action, claim, litigation or proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third
person; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction in a final and nonappealable judgment
to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee (or that of any of its respective
subsidiaries or any of their respective officers, directors, employees or members), (ii) are determined by a court of competent
jurisdiction in a final and nonappealable judgment to have resulted from a material breach of this Agreement by such Indemnitee
or (iii) do not involve or arise from an act or omission by the Borrower or its subsidiaries or any of their respective affiliates,
partners, directors, officers, employees, agents, advisors or other representatives and is brought by an Indemnitee solely against
one or more other Indemnitees (other than claims against the Administrative Agent or any Lead Arranger in its capacity as such
or in its fulfilling such role). Each Indemnitee shall give prompt notice to the Borrower of any claim that may give rise to a
claim against the Borrower hereunder and shall consult with the Borrower in the conduct of such Indemnitee’s legal defense
of such claim; provided, however, than an Indemnitee’s failure to give such prompt notice to the Borrower or
to seek such consultation with the Borrower shall not constitute a defense to any claim for indemnification by such Indemnitee
unless, and only to the extent that, such failure materially prejudices the Borrower.


 


(c)  
To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph
(a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Total Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent in its capacity as such.


 


(d)  
To the extent permitted by applicable law, the parties shall not assert, and each hereby waives, any claim against any other
party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or the use of the proceeds thereof; provided that nothing in this clause (d) is intended to relieve the Borrower
of any obligation it may otherwise have to indemnify any Indemnitee against any special, indirect, consequential or punitive damages
asserted against such Indemnitee by a third party.


 


(e)  
All amounts due under this Section shall be payable within ten (10) Business Days after written demand therefor.


 




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(f)  
This Section 9.04 shall not apply to any Taxes other than Taxes that represent losses, claims, damages, liabilities and
expenses resulting from a non-Tax claim.


 


SECTION 9.05  
Successors and Assigns.


 


(a)  
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided
in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)  
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“assignee”
or “assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion
of its Revolving Commitments and the Loans at the time owing to it) with the prior written consent of:


 


(A)  
the Borrower (such consent not to be unreasonably withheld or delayed, except for any bona fide competitors of the Borrower
and its subsidiaries); provided that no consent of the Borrower shall be required for an assignment (i) of a Term Loan Commitment
or a Term Loan to a Lender, an Affiliate of a Lender, an Approved Fund, (ii) of a Revolving Commitment or Revolving Loans to a
Revolving Lender, an Affiliate of a Revolving Lender or Approved Fund with respect to a Revolving Lender or (iii) if an Event of
Default has occurred and is continuing, any other assignee (except for any bona fide competitor of the Borrower and its subsidiaries);
provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice of the proposed
assignment;


 


(B)  
the Administrative Agent (such consent not to be unreasonably withheld), provided that no consent of the Administrative
Agent shall be required for an assignment of any Revolving Commitment or Loan to an assignee that is a Lender, an Affiliate of
a Lender or an Approved Fund; and


 


(C)  
each Issuing Bank; provided that the consent of any Issuing Bank shall not be required (i) for any assignment of
all or any portion of a Term Loan or (ii) for an assignment of any Revolving Commitment or Loan to an assignee that is an Affiliate
of a Lender.


 


(ii)Assignments shall be subject to the following additional
conditions:


 


(A)  
except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount
of the assigning Lender’s Revolving Commitment or Loans of any Class, the amount of the Revolving Commitments or Loans of
the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 (or in the case of a Loan in an Alternative
Currency, an appropriate corresponding amount as shall be consented to by the Administrative Agent (such consent not be unreasonable
withheld)), unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of
the Borrower shall be required if an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 has occurred and is continuing;


 


(B)  
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate
part of all the assigning Lender’s rights and obligations in respect of its Revolving Commitments or Revolving Loans;


 




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(C)  
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500 (which fee is hereby waived for any assignment to which JPMorgan Chase Bank, N.A.
or any of its Affiliates is a party);


 


(D)  
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;


 


(E)  
on the date of such assignment, the assignee of a Revolving Commitment must be able to fund Revolving Loans in all Alternative
Currencies; and


 


(F)  
the assignee shall not be (i) the Borrower or any of the Borrower’s Affiliates or Subsidiaries except in accordance
with Section 2.21 and clause (e) below or (ii) a natural Person.


 


For the purposes of this Section 9.05(b), the term “Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


(iii)Subject
to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections
2.12, 2.13, 2.14 and 9.04). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 9.05 shall be null and void.


 


(iv)The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amount (and related interest) of the Loans owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the
Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower and any Lender (with respect to such Lender’s own interests only), at
any reasonable time and from time to time upon reasonable prior notice.


 


(v)Upon
its receipt of a duly completed Assignment and Assumption with respect to a permitted assignment executed by an assigning Lender
and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder),
the processing and recordation fee referred to in paragraph (b) of this Section (unless waived), and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and
record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.


 


(c)  
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more
banks, institutions or other entities (a “Participant”) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve
any amendment,


 




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modification or waiver of any provision of
this Agreement and the other Loan Documents; provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section
9.02(b) or the first proviso to Section 9.03(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 (subject to the requirements
and limitations of such Sections; provided that any documentation required to be provided pursuant to Section 2.14(e) shall
be provided solely to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary
agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts
(and related interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments,
loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure
is necessary in connection with a Tax audit or other proceeding or other governmental inquiry to establish that such commitment,
loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and the parties hereto shall treat each Person
whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary.


 


(ii)A Participant shall not be entitled to receive any
greater payment under Section 2.12 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation
sold to such Participant.


 


(d)  
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal
Reserve Bank or other applicable central bank that governs or regulates the activities of such Lender, and this Section shall not
apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.


 


(e)  
Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Loans to an Affiliated
Lender, subject to the following limitations:


 


(i)  
notwithstanding anything herein or in any of the other Loan Documents to the contrary, with respect to any acquisition of
Loans, (1) under no circumstances, whether or not any Loan Party is subject to a bankruptcy or other insolvency proceeding, shall
such Affiliated Lender be permitted to exercise any voting rights or any right to direct the Administrative Agent or the Collateral
Agent to undertake any action (or refrain from taking any action) with respect to any Loans and any Loans that are assigned to
such Affiliated Lender shall have no voting rights or any right to direct the Administrative Agent or the Collateral Agent to undertake
any action (or refrain from taking any action) under this Agreement and the other Loan Documents (and shall not object to any actions
taken by the non-Affiliated Lenders, Administrative Agent or Collateral Agent in a bankruptcy or insolvency proceeding) and will
be deemed to have voted in the same proportion as non-Affiliated Lenders voting on such matter, unless the action or vote in question
adversely affects such Affiliated Lender (solely in its capacity as a Lender) in any material respect as compared to the other
Lenders, (2) such Affiliated Lender shall not receive information provided solely to Lenders by the Administrative Agent or any
Lender and shall not be permitted to attend or participate in meetings attended solely by Lenders and the Administrative Agent
and their advisors and (3) the Affiliated Lender must provide a representation and warranty that it is not in possession of any
material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities
of any such person, that (A) has not been previously disclosed in writing to the assigning Lender or the Lenders generally (other
than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably
be expected to have a material effect upon, or otherwise be material to, the assigning Lender’s decision to make such assignment;


 




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(ii)  
at the time any Affiliated Lender is making purchases of Loans it shall enter into an Affiliated Lender Assignment and Assumption;


 


(iii)  
at the time of such assignment, no Default or Event of Default shall have
occurred and be continuing or would result therefrom;


 


(iv)  
each Affiliated Lender agrees to waive any right to bring any action in connection with the Loans against the Administrative
Agent and Collateral Agent, in their capacities as such; and


 


(v)  
Affiliated Lenders may not hold more than 25% of the total amount of Loans and Commitments of any Class hereunder.


 


SECTION 9.06  
Survival. All covenants, agreements, representations and warranties made by any Loan Parties herein, in the other
Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or the other
Loan Documents shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery
of this Agreement and the other Loan Documents and the making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement
is outstanding and unpaid and so long as the Revolving Commitments have not expired or terminated. The provisions of Sections 2.12,
2.13, 2.14 and 9.04 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments, any assignment of rights by
or replacement of a Lender or the termination of this Agreement or any provision hereof.


 


SECTION 9.07  
Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to
the Administrative Agent or the Lead Arranger constitute the entire contract among the parties relating to the subject matter hereof
and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This
Agreement shall become effective as provided in Section 4.01, and thereafter shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this
Agreement by email or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.


 


SECTION 9.08  
Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.


 


SECTION 9.09  
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and Issuing
Bank, and each of itstheir
respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law,
to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other
obligations at any time owing by such Lender, Issuing Bank
or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender or Issuing
Bank, irrespective of whether or not such Lender or Issuing
Bank shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each
Lender and Issuing Bank under this Section are in addition
to other rights and remedies (including other rights of setoff) which such Lender or
Issuing Bank may have. Each Lender and Issuing Bank agrees
to notify the Administrative Agent promptly after any such setoff and application; provided that the failure to give such
notice shall not affect the validity of such setoff and application.


 




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SECTION 9.10  
Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)  
This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract
or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan
Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by and construed
in accordance with the law of the State of New York.


 


(b)  
The Borrower and each other Loan PartyEach
of the parties hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding
of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the
Loan Parties, the Administrative Agent, any Lender, any Issuing Bank, or any Related Party of the foregoing in any way
relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the
courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of
New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the
jurisdiction of such courts and agrees that all claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative
Agent, any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other
Loan Documents against the Borrower or any other Loan Party or their respective properties in the courts of any jurisdiction.


 


(c)  
The Borrower and each other Loan PartyEach
of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively
do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of
or relating to this Agreement or the other Loan Documents in any court referred to in paragraph (b) of this Section. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.


 


(d)  
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.
Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by
law.


 


SECTION 9.11  
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED TO IT, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 9.12  
Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION 9.13  
Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent requested by any regulatory or self-regulatory authority, (c) to the extent required by applicable laws or regulations
or by any subpoena or similar


 




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legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or any other Loan Document or any suit, action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the
Borrower, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section
or an agreement described in clause (f) hereof or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential
basis from a source other than the Borrower or (i) on a confidential basis to (x) any rating agency in connection with rating the
Borrower or any of its subsidiaries or the Loans hereunder, (y) the CUSIP Service Bureau or any similar agency in connection with
the issuance and monitoring of CUSIP numbers with respect to the facilities or (z) market data collectors, similar service providers
to the lending industry and service providers to the Administrative Agent in connection with the administration and management
of this Agreement and the other Loan Documents. For the purposes of this Section, “Information” means all information
received from the Borrower or its Affiliates relating to the Borrower, its subsidiaries or their businesses, other than any such
information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower
or its Affiliates. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality
of such Information as such Person would reasonably accord to its own confidential information.


 


Subject to Section 9.18, each Lender acknowledges
that information furnished to it pursuant to this Agreement or the other Loan Documents may include material non-public information
concerning the Borrower and its Affiliates and their related parties or their respective securities, and confirms that it has developed
compliance procedures regarding the use of material non-public information and that it will handle such material non-public information
in accordance with those procedures and applicable law, including Federal and state securities laws.


 


Subject to Section 9.18, all information,
including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in the course
of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public
information about the Borrower and its Affiliates and their related parties or their respective securities. Accordingly, each Lender
represents to the Borrower and the Administrative Agent that it has identified in its administrative questionnaire a credit contact
who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable
law, including Federal and state securities laws.


 


SECTION 9.14  
Judgment Currency. If, for the purposes of obtaining judgment or filing a claim in any court, it is necessary to
convert a sum due hereunder or claim in one currency into another currency, the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on
the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due
from it to the Administrative Agent or the Lenders hereunder shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement
(the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with
normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so
purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, the Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to
whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum
originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess
to the Borrower (or to any other Person who may be entitled thereto under applicable law).


 


SECTION 9.15  
USA PATRIOT Act and Beneficial Ownership Regulation. Each Lender subject to the Act hereby notifies the Borrower
that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”) and the Beneficial Ownership Regulation, it is hereby required to obtain, verify and record information
that identifies the Borrower, which information includes the name


 




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and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the Act and the Beneficial Ownership Regulation and the
Borrower agrees to provide to any Lender for the purposes of complying therewith such information as reasonably requested from
time to time by such Lender.


 


SECTION 9.16  
Collateral and Guarantee Matters.


 


(a)  
The Lenders irrevocably authorize the Administrative Agent to enter into any customary intercreditor agreement or arrangement
in form and substance reasonably satisfactory to the Administrative Agent with the holders of any Permitted Secured Ratio Debt
(or any agent thereof) permitted under this Agreement that inor
the good faith determination of the Administrative Agent is necessary to effectuate the incurrence
of suchholders of Indebtedness.
secured by Liens on the Collateral on an equal and ratable or junior
lien basis to the Obligations pursuant to Section 6.02(h) and (g) upon request by the Borrower. 


 


(b)  
Any Lien on any property granted to or held by the Administrative Agent under any Loan Document shall automatically be released
(i) upon all of the Obligations (other than (x) (A) Cash Management Obligations and (B) 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) on such property that is Disposed
of or to be Disposed of as part of or in connection with any Disposition (other than a lease or a license) not prohibited 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) on such property owned by a Subsidiary Guarantor upon (or substantially simultaneously
with) release of such Subsidiary Guarantor from its obligations under its Guarantee Agreement pursuant to clause (c) below, or
(v) as expressly provided in the Collateral Documents,
or (vi) during any Collateral Suspension Period pursuant to Section 5.13(a).


 


(c)  
Any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee Agreement (A) in the event
of dissolution of such Person, (B) if such Person is designated as an Unrestricted Subsidiary or otherwise ceases
to be a Restrictedbecomes an Excluded Subsidiary,
in each case in accordance with the provisions of this Agreement, upon (or substantially simultaneously with) effectiveness of
such designation or when it first ceases to be a Restricted Subsidiary, respectively;
provided, that (i) no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the
Guarantee made by such Guarantor under the Loan Documents as determined by the Borrower in good faith and (ii) the release of any
Guarantor from its obligations under the Guarantee if such Subsidiary Guarantor becomes an Excluded Subsidiary as a result of becoming
a non-Wholly-Owned Subsidiary shall only be permitted if, at the time such Guarantor becomes a non-Wholly-Owned Subsidiary, after
giving pro forma effect to such release and the consummation of the transaction that causes such Person to become a non-Wholly-Owned
Subsidiary, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.11 (as if such Person
were then newly acquired) in an amount equal to the portion of the Fair Market Value of the net assets of such Person attributable
to the Borrower’s equity interest therein as estimated by the Borrower in good faith and such Investment is permitted pursuant
to Section 6.11 at such time, (C) if the obligations under this Agreement are discharged in accordance with the terms
of this Agreement or (D) as otherwise expressly provided in the Guarantee Agreement; 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 Permitted Ratio Debt unless and until such guarantor is (or is being substantially simultaneously) released from
its guarantee with respect to such Permitted Ratio Debt.


 


(d)  
Each IAC Guarantor has been automatically be released from its obligations under the Guarantee
Agreement and was automatically released upon receipt of an Officer’s Certificate of the Borrower on the Separation Date
stating that the Borrower will be designated as unrestricted subsidiary under the IAC Credit Agreement and IAC Senior Notes, as
applicable, on such date.[Reserved].


 


(e)  
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 Guarantee Agreement, or enter into an intercreditor agreement


 




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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 Guarantee Agreement, 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 Facilities provided for hereunder and
any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification
hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Loan Parties, on the one hand,
and the Agent Parties and the Lenders, on the other hand, and the Loan Parties are capable of evaluating and understanding and
understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including
any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction,
each of the Agent Parties and the Lenders is and has been acting solely as a principal and is not the agent or fiduciary for the
Loan Parties; (iii) the Lead Arrangers, Agent Parties and their respective Affiliates may be engaged in a broad range of transactions
that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead
Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary
relationship; and (iv) the Agent Parties and the Lenders have not provided and will not provide any legal, accounting, regulatory
or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification
hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors
to the extent they have deemed appropriate.


 


SECTION 9.18  
Platform; Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead
Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the
Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Intralinks or another
similar electronic system (the “Platform”), and (b) certain of the Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or their respective
Subsidiaries or any of their respective securities) (each, a “Public Lender”). The Borrower hereby agrees that
it will identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower
Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall
be deemed to have authorized the Administrative Agent, the Lead Arrangers, the Issuing Bank and the Lenders to treat such Borrower
Materials as solely containing information that is either (A) publicly available information or (B) not material (although it may
be sensitive and proprietary) with respect to the Borrower or the Subsidiaries or any of their respective securities for purposes
of United States Federal securities laws (provided, however, that such Borrower Materials shall be treated as set
forth in Section 9.13, to the extent such Borrower Materials constitute information subject to the terms thereof), (iii) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public
Investor;” and (iv) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that
are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public
Investor.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT, ITS RELATED
PARTIES AND THE LEAD ARRANGERS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM,
AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS
OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT, ANY OR ITS RELATED PARTIES OR ANY LEAD ARRANGER
IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.


 


SECTION 9.19  
Acknowledgement and Consent to Bail-In of EEAAffected
Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an EEAAffected
Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any
other agreement,


 




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arrangement or understanding among any such
parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an EEAAffected
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down
and Conversion Powers of an EEAthe
applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)the application of any
Write-Down and Conversion Powers by an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or
Issuing Bank that is an EEAAffected
Financial Institution; and


 


(b)the effects of any Bail-In
Action on any such liability, including, if applicable:


 


(i)a reduction in full or in part or cancellation
of any such liability;


 


(ii)a conversion of all, or a portion of, such
liability into shares or other instruments of ownership in such EEAAffected
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and
that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability
under this Agreement or any other Loan Document; or


 


(iii)the variation of the terms of such liability
in connection with the exercise of the write-down and conversion powers of any EEAthe
applicable Resolution Authority.


 


SECTION 9.20  
Acknowledgement Regarding Any Supported QFCs. 


 


To
the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement
or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the
parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under
the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and
QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact
be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States).



 


In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and
rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party
or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.


 




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