Common use of Letters of Credit Clause in Contracts

Letters of Credit. On and after the Funding Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and after all of the Funding Dateother terms and conditions set forth herein, (xA) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar other Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars Dollars, or in one or more the sole discretion of such L/C Issuer in an Alternative CurrenciesCurrency, for the account of the a Borrower (or provided, that any Letter of Credit may be for the account benefit of Parent or any member Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Consolidated Group or BCVLetters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, but in such case the Borrower will remain obligated to reimburse the that no L/C Issuer for shall be obligated to make any and all drawings under such L/C Credit Extension with respect to any Letter of Credit, and the Borrower acknowledges that the issuance of Letters no Lender shall be obligated to participate in any Letter of Credit for the account of members if as of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business date of such members of the Consolidated Group and BCV) on any Business DayL/C Credit Extension, (Bx) to amend or extend Letters the Revolving Credit Exposure of any Revolving Credit previously issued hereunderLender would exceed such Lender’s Revolving Credit Commitment, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from Outstanding Amount of the L/C Issuer a participation interest in Letters Obligations would exceed the Letter of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that Sublimit or (Az) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount respect of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage Letters of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not Credit denominated in an Alternative Currency would exceed $3,500,00025 million. Subject Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the Borrower may foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to Section 4.03 and after all of the Funding Dateother terms and conditions set forth herein, (xA) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar other Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Distribution Date to the date that is 30 days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more an Alternative Currencies, Currency for the account of the Borrower (or provided, that any Letter of Credit may be for the account benefit of any member Subsidiary of the Consolidated Group Borrower) and to amend or BCVrenew Letters of Credit previously issued by it, but in such case accordance with Section 2.03(b), and (2) to honor drafts under the Borrower will remain obligated Letters of Credit and (B) the Revolving Credit Lenders severally agree to reimburse the participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer for shall be obligated to make any and all drawings under such L/C Credit Extension with respect to any Letter of Credit, and the Borrower acknowledges that the issuance no Lender shall be obligated to participate in any Letter of Letters of Credit for the account of members Credit, if as of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business date of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit issued hereunder in an amount equal to Lender would exceed such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that Credit Commitment, (Ay) the Outstanding Amount of the L/C Obligations shall not would exceed TWENTY MILLION DOLLARS the Letter of Credit Sublimit or ($20,000,000z) the Alternative Currency Exposures (as such amount may be decreased excluding those in accordance with the provisions hereof, the “respect of Letters of Credit denominated in a Permitted Additional L/C Sublimit”), (BCurrency) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not would exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage Alternative Currency Sublimit. Letters of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of Credit denominated in a Permitted Additional L/C Obligations for Currency shall be subject to the account of BCV shall not exceed $3,500,000provisions set forth in Section 2.03(p). Subject Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after (a) During the Funding DateAvailability Period, (x) each L/C Issuerthe Issuing Bank, in reliance upon the commitments agreements of the Dollar Revolving other Lenders set forth hereinpursuant to subsections (d) and (e) of this Section, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencieswill issue, for at the account request of the Borrower (or for the account of any member of the Consolidated Group or BCVBorrower, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on the Consolidated Group earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, in the case of any renewal or BCV inures extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; effectiveness thereof and (y) neither the Dollar Revolving Lenders severally agree Issuing Bank nor the Borrower shall permit any such renewal or extension to purchase from the L/C Issuer a participation interest in Letters extend any Letter of Credit issued hereunder beyond the date set forth in an clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount equal of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that issuance, (A) the Outstanding Amount of L/C Obligations shall not aggregate LC Exposure would exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), LC Commitment or (B) with regard to the Dollar aggregate Revolving Credit Exposure of all Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not would exceed the Aggregate Dollar Revolving Committed Commitment Amount, (C) with regard to each Dollar . Each Revolving Lender individuallyshall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage Pro Rata Share of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject aggregate amount available to the terms and conditions hereof, the Borrower’s ability to obtain Letters be drawn under such Letter of Credit shall be fully revolving, and accordingly on the Borrower may obtain Letters date of Credit to replace Letters issuance. Each issuance of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters a Letter of Credit shall be deemed to have been issued pursuant hereto, and from and after utilize the Funding Date shall be subject Revolving Commitment of each Lender by an amount equal to and governed by the terms and conditions hereofamount of such participation.

Letters of Credit. On Subject to the terms and after the Funding Dateconditions set forth herein, (xi) each L/C IssuerIssuing Bank agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders other Banks set forth hereinin Section 2.20, agrees (A) from time to issue Letters time on any Domestic Business Day during the period from the Amendment Effective Date until the Letter of Credit denominated in Dollars or in one or more Alternative CurrenciesExpiration Date, to make L/C Credit Extensions either (i) for the account of the Borrower Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (or for the account ii) in support of any member a letter of the Consolidated Group or BCV, but in such case credit issued by the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under as a back-up confirmation or backup credit support of such letter of credit (“Back-Up Letter of Credit”), and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with Section 2.20(a)(i) and (ii), and (CB) to honor drawings under the Letters of CreditCredit issued by it; and (yii) the Dollar Revolving Lenders Banks severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (A1) the sum of (x) the aggregate principal amount of Revolving Loans of any Bank, plus (y) such Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”)Bank’s Commitment, (B2) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving all L/C Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage Letter of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount Credit Sublimit and (D3) the Outstanding Amount of all L/C Obligations for the account of BCV each Initial Issuing Bank shall not exceed $3,500,000the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank. Subject Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the condition set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after the Funding Date, (xa) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower may request any Fronting Bank, from time to time during the Revolving Commitment Period, to issue, and subject to the terms and conditions contained herein, each Fronting Bank agrees, in reliance on the agreements of the other Lenders set forth in Section 2.5(e), to issue, for the account of the Borrower’s ability to obtain , one or more Letters of Credit; provided that (i) no Letter of Credit shall be fully revolvingissued if after giving effect to such issuance, and accordingly (A) the Letter of Credit Outstandings would exceed the L/C Commitment, (B) the Aggregate Revolving Outstandings would exceed the Total Revolving Commitment, (C) any Lender is at such time a Defaulting Lender, unless the applicable Fronting Bank has received (as set forth in Section 2.5(g) below) Cash Collateral or similar security satisfactory to such Fronting Bank (in its sole discretion) from either such Defaulting Lender or the Borrower, such Defaulting Lender’s Revolving Commitment Percentage of the Letter of Credit Outstandings has been reallocated pursuant to Section 2.5(g) below in respect of such Defaulting Lender’s obligation to fund under Section 2.5(f) or other arrangements have been entered into that are satisfactory to the Borrower may obtain Letters and such Fronting Bank (in its sole discretion), or (D) the Letter of Credit to replace Letters Outstandings for any particular Fronting Bank would exceed the Fronting Bank Sublimit of Credit that have expired or that have been drawn upon such Fronting Bank and reimbursed. Notwithstanding anything contained herein, (ii) no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters Letter of Credit shall be deemed to issued if the applicable Fronting Bank shall have been issued pursuant hereto, received notice from the Administrative Agent or the Required Lenders (and from and after the Funding Date a copy of such notice shall be subject delivered to and governed by the terms and Borrower) that the conditions hereofto such issuance have not been met.

Letters of Credit. On (a) Subject to and after the Funding Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders terms and conditions set forth herein, agrees (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower any holder (or for the account of any member of the Consolidated Group trustee, agent or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer other similar representative for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCVholders) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and ($20,000,000B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (as each such amount may be decreased in accordance with the provisions hereofletter of credit, a “Letter of Credit” and, collectively, the “L/C SublimitLetters of Credit”)) (provided, (B) with regard to that without limiting the Dollar Revolving Lenders collectivelyjoint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, the Outstanding Amount any particular Letter of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for Credit may name only one or more Borrowers as the account of BCV shall not exceed $3,500,000party therein). Subject to the terms and conditions hereof, the Borrower’s ability to obtain All Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedissued on a sight basis only. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC DividendThe Borrowers, the Spin-Off, any transaction contemplated by other Credit Parties and the Spin-Off or contemplated by Section 8.12. All Lender hereby acknowledge and agree that all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from constitute Letters of Credit under this Agreement on and after the Funding Effective Date shall be subject to and governed with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the terms and conditions hereofrequest of the Borrowers on the Effective Date.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and after all of the Funding Dateother terms and conditions set forth herein, (xA) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar other Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars Dollars, or in one or more the sole discretion of such L/C Issuer in an Alternative CurrenciesCurrency, for the account of the Borrower (or provided, that any Letter of Credit may be for the account of any member benefit of the Consolidated Group Borrower or BCVany Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, but in such case accordance with Section 2.03(b), and (2) to honor drafts under the Borrower will remain obligated Letters of Credit and (B) the Revolving Credit Lenders severally agree to reimburse the participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer for shall be obligated to make any and all drawings under such L/C Credit Extension with respect to any Letter of Credit, and the Borrower acknowledges that the issuance of Letters no Lender shall be obligated to participate in any Letter of Credit for the account of members if as of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business date of such members of the Consolidated Group and BCV) on any Business DayL/C Credit Extension, (Bx) to amend or extend Letters the Revolving Credit Exposure of any Revolving Credit previously issued hereunderLender would exceed such Lender’s Revolving Credit Commitment, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from Outstanding Amount of the L/C Issuer a participation interest in Letters Obligations would exceed the Letter of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that Sublimit or (Az) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $5 million; provided, that in the event Deutsche Bank AG New York Branch is an L/C Issuer, Deutsche Bank AG New York Branch shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may only be decreased obligated to issue standby Letters of Credit in accordance with the provisions terms hereof. Within the foregoing limits, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after During the Funding DateCommitment Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend renew Letters of Credit previously issued hereunder, and (C) to honor drawings drafts under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided provided, that (A) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed TWENTY an amount equal to FORTY MILLION DOLLARS ($20,000,00040,000,000) (as such amount may be decreased adjusted in accordance with the provisions hereof, the “L/C SublimitCommitted Amount”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount aggregate principal amount of Dollar Revolving Obligations shall not exceed the lesser of (x) the Aggregate Dollar Revolving Committed AmountAmount and (y) the Availability Amount for such date, and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Amount. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar other Initial Revolving Credit Lenders set forth hereinin this Section 2.04, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, an Alternate Currency for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend renew Letters of Credit previously issued hereunderby it, in accordance with Section 2.04(b), and (C2) to honor drawings drafts under the Letters of Credit; and (yB) the Dollar Initial Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of the Borrower; provided that no L/C Issuer shall be obligated to issue any commercial Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension or after giving effect thereto, (Aw) the Total Revolving Outstandings with respect to the Initial Revolving Credit Facility would exceed the aggregate Initial Revolving Credit Commitments, (x) the Revolving Outstandings of any Lender under the Initial Revolving Credit Facility would exceed such Lender’s Initial Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not would exceed the Aggregate Dollar Revolving Committed Amount, Letter of Credit Sublimit or (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (Dz) the Outstanding Amount of the L/C Obligations for with respect to Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment (in each case, taking the account Dollar Equivalent of BCV shall not exceed $3,500,000all amounts in an Alternate Currency). Subject Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar other Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or provided that any Letter of Credit may be for the account benefit of any member Subsidiary of the Consolidated Group Borrower) and to amend or BCVrenew Letters of Credit previously issued by it, but in such case accordance with Section 2.03(b), and (2) to honor drafts under the Borrower will remain obligated Letters of Credit and (B) the Revolving Credit Lenders severally agree to reimburse the participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer for shall be obligated to make any and all drawings under such L/C Credit Extension with respect to any Letter of Credit, and the Borrower acknowledges that the issuance of Letters no Lender shall be obligated to participate in any Letter of Credit for the account of members if as of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business date of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit issued hereunder in an amount equal to Lender would exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment Percentage thereof; provided that or (Ay) the Outstanding Amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not would exceed the Aggregate Dollar Revolving Committed AmountLetter of Credit Sublimit. Within the foregoing limits, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after During the Funding DateRevolving Commitment Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings drafts under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided provided, that (A) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed TWENTY an amount equal to TWENTY-FIVE MILLION DOLLARS ($20,000,00025,000,000) (as such amount may be decreased adjusted in accordance with the provisions hereof, the “L/C SublimitCommitted Amount”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount aggregate principal amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, Amount and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Amount. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On Subject to the terms and after the Funding Dateconditions set forth herein, (xi) each L/C IssuerIssuing Bank agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders other Banks set forth hereinin Section 2.20, agrees (A) from time to issue Letters time on any Domestic Business Day during the period from the Amendment Effective Date until the Letter of Credit denominated in Dollars or in one or more Alternative CurrenciesExpiration Date, to make L/C Credit Extensions either (i) for the account of the Borrower Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (or for the account ii) in support of any member a letter of the Consolidated Group or BCV, but in such case credit issued by the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under as a back-up confirmation or backup credit support of such letter of credit (“Back-Up Letter of Credit”), and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with Section 2.20(a)(i) and (ii), and (CB) to honor drawings under the Letters of CreditCredit issued by it; and (yii) the Dollar Revolving Lenders Banks severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (A1) the sum of (x) the aggregate principal amount of Revolving Loans of any Bank, plus (y) such Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”)Bank’s Commitment, (B2) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving all L/C Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage Letter of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount Credit Sublimit and (D3) the Outstanding Amount of all L/C Obligations for the account of BCV each Initial Issuing Bank shall not exceed $3,500,000the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank; provided, further that the 2019 Banks agreement to purchase participations in Letters of Credit shall be limited to their Pro Rata Share of any Letters of Credit with an expiration date that is no later than five Domestic Business Days prior to the 2019 Commitment Termination Date and is otherwise subject to the limitations set forth in Section 3.03(d). Subject Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the condition set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On Subject to the terms and after the Funding Dateconditions set forth herein, (xi) each L/C Issuerthe Issuing Lender agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders set forth hereinin this Section 2.4, agrees (A) from time to time on any Business Day during the period from the Effective Date until the Termination Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the either Borrower (or for the account any Subsidiary of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the either Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with clause (b) below, and (CB) to honor drawings under the Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of either Borrower or any Subsidiary of either Borrower and any drawings thereunder; provided that after giving effect to any LOC Credit Extension with respect to any Letter of Credit, (Aw) the aggregate amount of outstanding Letters of Credit issued by the Issuing Lender shall not exceed its LOC Commitment, (x) the aggregate Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar all Revolving Obligations shall not exceed the Aggregate Dollar aggregate amount of all Revolving Committed AmountCommitments, (Cy) with regard to each Dollar the aggregate Outstanding Amount of the Revolving Lender individuallyLoans of any Lender, plus such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar the Outstanding Amount of all LOC Obligations, plus such Lender’s Revolving Obligations Commitment Percentage of the Outstanding Amount of all Swingline Loans shall not exceed its respective Dollar such Lender’s Revolving Committed Amount Commitment and (Dz) the Outstanding Amount of L/C the LOC Obligations for the account of BCV shall not exceed $3,500,000the LOC Sublimit. Subject Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the LOC Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the Borrower may foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Effective Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after During the Funding DateRevolving Commitment Period, (xi) each subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders set forth herein, agrees in this Section 2.01(b) and Section 2.03 (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the a Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend renew Letters of Credit previously issued hereunder, and (C) to honor drawings drafts under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ten percent ($20,000,00010%) of the Aggregate Revolving Committed Amount (as such amount may be decreased in accordance with the provisions hereof, the “L/C SublimitCommitted Amount”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount aggregate principal amount of Dollar Revolving Obligations shall not exceed the lesser of (x) the Aggregate Dollar Revolving Committed AmountAmount and (y) the Borrowing Base Amount for such date, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV Total Outstandings shall not exceed $3,500,000the Borrowing Base Amount. Subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may obtain Letters of Credit to replace Letters of Credit that have expired (or will expire within sixty (60) days) or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) On and after the Funding Closing Date, (x) each L/C Issuerof Citibank and JPMorgan Chase Bank, N.A., in reliance upon the commitments their respective capacities as issuers of Existing DIP Letters of Credit, shall be deemed, without further action by any party hereto, to have sold to each of the Dollar Revolving Lenders set forth hereinCredit Lenders, agrees and each Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from each of them, a participation (Aon the terms specified in this Section 2.05) in each Existing DIP Letter of Credit issued by them equal to issue such Revolving Credit Lender’s Class Percentage thereof. Concurrently with such sale, the participations in the Existing DIP Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for sold pursuant to the account terms of the Borrower (or for DIP Facility to the account of lenders party thereto shall be automatically cancelled without further action by any member of the Consolidated Group or BCV, but parties hereto. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Existing DIP Letters of Credit for pursuant to this subsection is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the account occurrence and continuance of members a Default or reduction or termination of the Consolidated Group or BCV inures to the benefit of the BorrowerRevolving Credit Commitments, and that each payment by a Revolving Credit Lender to acquire such participations shall be made without any offset, abatement, withholding or reduction whatsoever. On the Borrower acknowledges that Closing Date, the Borrower’s business derives substantial benefits from participations in the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Existing Prepetition Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) sold by the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject applicable Existing Fronting Bank pursuant to the terms and conditions hereof, of the Borrower’s ability Prepetition Credit Agreement to obtain Letters of Credit the lenders party thereto shall be fully revolving, and accordingly automatically cancelled without further action by any of the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant parties hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) On and after the Funding Closing Date, (x) each L/C IssuerSunTrust Bank, as the Issuing Bank of the Existing Letters of Credit, in reliance upon the commitments agreements of the Dollar Revolving other Lenders set forth hereinpursuant to Section 2.22(d), agrees (A) to issue continue the prior issuance of the Existing Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12set forth therein. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Closing Date shall be subject to and governed by the terms and conditions hereof. Thereafter during the Availability Period, the Issuing Bank, in reliance upon said agreements of the other Lenders pursuant to Section 2.22(d), agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any Subsidiary Loan Party on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Commitment Termination Date; (ii) each Letter of Credit may be in any stated amount subject, however, to the provisions of clause (iii) hereof; (iii) neither the Borrower nor any Subsidiary Loan Party may request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the sum of the aggregate outstanding Revolving Credit Exposures of all Lenders would exceed the Aggregate Revolving Commitments; and (iv) if at the time of such request any Lender is a Defaulting Lender or any Person that Controls such Lender is a Distressed Person, the Issuing Bank shall have entered into arrangements satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Bank’s actual or potential risk with respect to such Lender. Upon the issuance of each Letter of Credit (which, as set forth in the definition thereof, includes each Existing Letter of Credit set forth on Schedule 2.22), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. On and after (a) The Sub-Originator may request that the Funding Date, (x) each L/C Issuer, in reliance upon Purchase Price for Receivables sold on a Sale Date be paid by the commitments Buyer procuring the issuance of a Letter of Credit by the LC Bank. Upon the request of the Dollar Revolving Lenders set forth hereinSub-Originator, agrees (A) to issue and on the terms and conditions for issuing Letters of Credit denominated in Dollars or in under the Receivables Financing Agreement (including any limitations therein on the amount of any such issuance), the Buyer agrees to obtain from the SPV one or more Alternative CurrenciesLetters of Credit issued by the LC Bank on the Sale Dates specified by the Sub-Originator, on behalf of the SPV (and, if applicable, for the account of the Borrower (benefit, or for the account of any member of, the Sub-Originator or an Affiliate of the Consolidated Group Sub-Originator that is acceptable to the LC Bank in its sole discretion) in favor of the beneficiaries elected by the Sub-Originator or BCVsuch Affiliate of the Sub-Originator, but in such case with the Borrower will remain obligated to reimburse consent of the L/C Issuer for any and all drawings under such Letter Buyer. The aggregate stated amount of Credit, and the Borrower acknowledges that the issuance of Letters of Credit being issued on any Sale Date for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and Sub-Originator or an Affiliate of the Borrower acknowledges Sub-Originator shall constitute a credit against the aggregate Purchase Price otherwise payable by the Buyer to the Sub-Originator on the following Payment Date pursuant to Section 3.2. To the extent that the Borrower’s business derives substantial benefits from the business of such members aggregate stated amount of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously being issued hereunderduring the Interest Period (or portion thereof) most recently ended prior to such Payment Date exceeds the aggregate Purchase Price payable by the Buyer to the Sub-Originator on such Payment Date, and (C) such excess shall be deemed to honor drawings under Letters be a reduction in the Purchase Price payable on the Payment Dates immediately following the date any such Letter of Credit; and (y) Credit is issued. In the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters event that any such Letter of Credit issued hereunder pursuant to this Section 3.3 (i) expires or is cancelled or otherwise terminated with all or any portion of its stated amount undrawn, (ii) has its stated amount decreased (for a reason other than a drawing having been made thereunder) or (iii) the SPV’s Reimbursement Obligation in respect thereof is reduced for any reason other than by virtue of a payment made in respect of a drawing thereunder, then an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) undrawn amount or such reduction, as the Outstanding Amount of L/C Obligations case may be, shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased paid in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard cash to the Dollar Revolving Lenders collectively, Sub-Originator on the Outstanding Amount next Payment Date. Under no circumstances shall the Sub-Originator (or any Affiliate thereof (other than the SPV)) have any reimbursement or recourse obligations in respect of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage any Letter of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereofCredit.

Letters of Credit. On Subject to the terms and after conditions of this Agreement, the Funding DateIssuing Lender, (x) each L/C Issuer, in reliance upon the commitments on behalf of the Dollar Revolving Lenders set forth hereinLoan Lenders, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for during the account of any member of period from and including the Consolidated Group or BCVEffective Date to, but in such case excluding, the Borrower will remain obligated date 30 days prior to reimburse the Revolving Loan Termination Date one or more letters of credit (each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed the L/C Issuer for any and all drawings Commitment Amount. The existing letters of credit listed on Schedule 2.4(a) issued by KeyBank in its capacity as “Agent” under such Letter of Credit, and the Borrower acknowledges that Existing Credit Agreement (the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures “Prior Agent”) shall be deemed to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in be Letters of Credit issued hereunder in an amount equal and the Prior Agent and the Revolving Loan Lenders shall have the same rights and obligations with respect to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, as the Issuing Lender and accordingly the Borrower may obtain Revolving Loan Lenders would have if such Letters of Credit to replace Letters of Credit that have expired or that have had been drawn upon and reimbursedissued after the date hereof. Notwithstanding anything to the contrary contained hereinin this Section 2.4., no Letters the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit may at a time when any other Revolving Loan Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein will otherwise be used fully allocated to support the IAC DividendRevolving Loan Lenders that are not Non-Defaulting Lenders consistent with Section 3.11.(c) and such Defaulting Lender shall have no participation therein, except to the Spin-Offextent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in it good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, any transaction contemplated by including the Spin-Off or contemplated by Section 8.12. All Existing Letters delivery of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereofcash collateral.

Letters of Credit. On and after During the Funding DateRevolving Commitment Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, Currencies for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend renew Letters of Credit previously issued hereunder, and (C) to honor drawings drafts under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS (an amount equal to $20,000,000) (as such amount may be decreased in accordance with the provisions hereof25,000,000, the “L/C SublimitCommitted Amount”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount aggregate principal amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Amount. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and after all of the Funding Dateother terms and conditions set forth herein, (xA) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar other Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars Dollars, or in one or more the sole discretion of such L/C Issuer in an Alternative CurrenciesCurrency, for the account of the a Borrower (or provided, that any Letter of Credit may be for the account benefit of Parent or any member Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Consolidated Group or BCVLetters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, but in such case the Borrower will remain obligated to reimburse the that no L/C Issuer for shall be obligated to make any and all drawings under such L/C Credit Extension with respect to any Letter of Credit, and the Borrower acknowledges that the issuance of Letters no Lender shall be obligated to participate in any Letter of Credit for the account of members if as of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business date of such members of the Consolidated Group and BCV) on any Business DayL/C Credit Extension, (Bx) to amend or extend Letters the Revolving Credit Exposure of any Revolving Credit previously issued hereunderLender would exceed such Xxxxxx’s Revolving Credit Commitment, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from Outstanding Amount of the L/C Issuer a participation interest in Letters Obligations would exceed the Letter of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that Sublimit or (Az) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount respect of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage Letters of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not Credit denominated in an Alternative Currency would exceed $3,500,00025 million. Subject Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the Borrower may foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after the Funding Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the BorrowerLC Bank shall issue or cause the issuance of Letters of Credit on behalf of the Sellers (and, if applicable, on behalf of, or for the account of, related Originators or Affiliates thereof in favor of such beneficiaries as such Originators or Affiliates may elect with the consent of the applicable Seller); provided, however, that the LC Bank will not be required to issue or cause to be issued any Letters of Credit to the extent that after giving effect thereto the issuance of such Letters of Credit would then cause (A) the sum of (i) the Aggregate Capital plus (ii) the LC Participation Amount to exceed the Purchase Limit or (B) the LC Participation Amount to exceed the aggregate of the LC Amounts of the LC Participants (other than LC Participants who are defaulting Purchasers). Each of the parties hereto acknowledges and agrees that (i) each outstanding and uncancelled letter of credit issued by PNC on behalf of any such Seller (and, if applicable, on behalf of, or for the account of, such related Originators or Affiliates thereof in favor of such beneficiaries as such Originators or Affiliates may elect with the consent of the applicable Seller) prior to the date hereof (“Existing Letters of Credit”), which such letters of credit are listed on Schedule G hereto, shall be deemed for all purposes of this Agreement and the other Transaction Documents to not be a Letter of Credit issued hereunder, (ii) the letter of credit issued by the LC Bank in favor of PNC pursuant to the Letter of Credit Backstop Agreement in the aggregate face amount set forth therein (the “Replacement Letter of Credit”) shall be deemed for all purposes of this Agreement and the other Transaction Documents to be a Letter of Credit issued hereunder and (iii) each Purchaser’s ability to obtain LC Participation Amount in respect of the Existing Letters of Credit shall instead be fully revolving, and accordingly deemed to be an LC Participation Amount in the Borrower may obtain Replacement Letter of Credit. All amounts drawn upon Letters of Credit shall accrue Yield for each day such drawn amounts shall have not been reimbursed in the same manner that Yield accrues for Financial Institutions in accordance with Article IV. Notwithstanding anything herein to replace the contrary, including any formulas or component definitions set forth therein, if in connection with any replacement of an Existing Letter of Credit, a new Letter of Credit shall be required to be issued hereunder, causing duplicates of such Existing Letter of Credit and/or the Replacement Letter of Credit, for a period of 12 Business Days, to facilitate the Issuance of such Letter of Credit and/or the corresponding adjustments to the Existing Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters and/or Replacement Letter of Credit may be used to support the IAC DividendCredit, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters LC Participation Amount for such newly issued Letter of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof$0 (other than for purposes of calculating fees in respect of such Letters of Credit).

Letters of Credit. On Subject to the terms and after the Funding Dateconditions set forth herein, (xi) each L/C IssuerIssuing Bank agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders other Banks set forth hereinin Section 2.20, agrees (A) from time to issue Letters time on any Domestic Business Day during the period from the Amendment Effective Date until the Letter of Credit denominated in Dollars or in one or more Alternative CurrenciesExpiration Date, to make L/C Credit Extensions either (i) for the account of the Borrower Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (or for the account ii) in support of any member a letter of the Consolidated Group or BCV, but in such case credit issued by the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under as a back-up confirmation or backup credit support of such letter of credit (“Back-Up Letter of Credit”), and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with Section 2.20(a)(i) and (ii), and (CB) to honor drawings under the Letters of CreditCredit issued by it; and (yii) the Dollar Revolving Lenders Banks severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (A1) the sum of (x) the aggregate principal amount of Revolving Loans of any Bank, plus (y) such Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”)Bank’s Commitment, (B2) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving all L/C Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage Letter of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount Credit Sublimit and (D3) the Outstanding Amount of all L/C Obligations for the account of BCV each Initial Issuing Bank shall not exceed $3,500,000the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank; provided, further that the 2017 Banks agreement to purchase participations in Letters of Credit shall be limited to their Pro Rata Share of any Letters of Credit with an expiration date that is no later than five Domestic Business Days prior to the 2017 Commitment Termination Date and is otherwise subject to the limitations set forth in Section 3.03(d). Subject Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the condition set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained to the contrary herein, no Letters Issuing Bank shall issue any Letter of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters other than a Standby Letter of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereofCredit.

Letters of Credit. On and after the Funding Date, (x) each L/C Issuer, in reliance upon the commitments Within 15 business days of the Dollar Revolving Lenders set forth hereindate hereof, agrees (A) Buyer shall deliver to issue Letters of Credit denominated in Dollars or in Seller one or more Alternative Currencies, for irrevocable letters of credit issued by financial institutions reasonably acceptable to Seller (the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under "Letters of Credit; and (y") the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder providing for drawings in an aggregate principal amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that $__________ (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”"LC Amount"), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain The Letters of Credit shall be fully revolvingreturned to Buyer upon the Closing of the Transactions or upon termination of this Agreement for any reason other than the following: (i) Seller's termination of this Agreement pursuant to Section 6.2.4 or 6.2.5, or (ii) Seller's termination of this Agreement pursuant to Section 6.2.1 because the condition precedent set forth in Section 3.2.1 becomes incapable of satisfaction through no fault of Seller after Buyer has had a reasonable opportunity to cause such condition precedent to be satisfied. In addition, if Seller terminates this Agreement pursuant to Section 6.2.4 as a result of Buyer's breach of Section 4.1.4 for any reason, Buyer and accordingly Seller have mutually agreed that in addition to Seller's right to draw down the Borrower may obtain full amount of the Letters of Credit, Buyer shall be liable to Seller for an additional amount equal to the LC Amount. If Buyer fails to deliver the Letters of Credit within 15 business days of the date hereof, and Seller thereafter terminates this Agreement pursuant to replace Section 6.2.4 as a result thereof, Buyer shall be liable to Seller for the LC Amount. In the event that Seller terminates this Agreement for any of the foregoing reasons, in view of the difficulty of determining the amount of damages which may result to Seller from such failure to consummate the Transactions, Buyer and Seller have mutually agreed that the proceeds of the Letters of Credit and any other monies payable to Seller in accordance with the foregoing provisions shall be retained by Seller as liquidated damages, and not as a penalty, and this Agreement shall thereafter become null and void except for those provisions which by their terms survive termination of this Agreement. The parties have agreed that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no the proceeds of the Letters of Credit may be used and such other monies payable to support Seller in accordance with the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit foregoing provisions in such event shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereofSeller's exclusive remedy.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar other Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members the Borrower or any Restricted Subsidiary of the Consolidated Group or BCV inures to the benefit of the Borrower, and Borrower (provided that the Borrower acknowledges that hereby irrevocably agrees to be bound jointly and severally to reimburse the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) applicable L/C Issuer for amounts drawn on any Business Day, (BLetters of Credit issued for the account of Restricted Subsidiaries) and to amend or extend renew Letters of Credit previously issued hereunderby it, in accordance with Section 2.03(b), and (C2) to honor drawings drafts under the Letters of Credit; and (yB) the Dollar Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to for the account of the Borrower or such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereofRestricted Subsidiary; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (Ax) the Total Outstandings would exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not would exceed the Aggregate Dollar Revolving Committed AmountLetter of Credit Sublimit. Within the foregoing limits, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Credit Lenders under the applicable Revolving Credit Facility set forth hereinin this Section 2.03, agrees (A) to issue honor drawings, payments or disbursements, as applicable, under the Letters of Credit denominated issued under such Revolving Credit Facility; and (B) (i) with respect to a request for a Letter of Credit (which may include bank guarantees issued in Dollars connection with transactions outside of the United States) by the US Borrower or the European Borrower in one or more Alternative Currenciesrespect of the Multicurrency RCF Commitments (each such letter of credit, a “Multicurrency RCF Letter of Credit”), the Multicurrency RCF Lenders severally agree to participate in Multicurrency RCF Letters of Credit issued for the account of the US Borrower (or and for the account of the European Borrower, and any member drawings, payments or disbursements, as applicable, thereunder and (ii) with respect to a request for a Letter of Credit by the US Borrower in respect of the Consolidated Group US Dollar RCF Commitments (each such letter of credit, a “US Dollar RCF Letter of Credit” and, together with the Multicurrency RCF Letters of Credit, the “Letters of Credit”), the US Dollar RCF Lenders severally agree to participate in US Dollar RCF Letters of Credit issued for the account of the US Borrower, and any drawings, payments or BCVdisbursements, but in such case the Borrower will remain obligated as applicable, thereunder; provided that after giving effect to reimburse the any L/C Issuer for Credit Extension with respect to any and all drawings under such Letter of Credit, and (i) the Borrower acknowledges that Total Multicurrency RCF Outstandings shall not exceed the issuance of Letters of Multicurrency Revolving Credit for Facility, (ii) the account of members Total US Dollar RCF Outstandings shall not exceed the US Dollar Revolving Credit Facility, (iii) the aggregate Outstanding Amount of the Consolidated Group or BCV inures to the benefit Multicurrency RCF Loans of any Multicurrency RCF Lender, plus such Lender’s Applicable Percentage of the BorrowerOutstanding Amount of all Multicurrency RCF L/C Obligations, and the Borrower acknowledges that the Borrowerplus such Lender’s business derives substantial benefits from the business of such members Applicable Percentage of the Consolidated Group and BCV) on any Business DayOutstanding Amount of all Multicurrency RCF Swing Line Loans shall not exceed such Lender’s Multicurrency RCF Commitment, (Biv) to amend or extend Letters the aggregate Outstanding Amount of Credit previously issued hereunderthe US Dollar RCF Loans of any US Dollar RCF Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all US Dollar RCF L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all US Dollar RCF Swing Line Loans shall not exceed such Lender’s US Dollar RCF Commitment and (Cv) to honor drawings under Letters the Outstanding Amount of Credit; the sum of (x) the Multicurrency RCF L/C Obligations and (y) the US Dollar Revolving Lenders severally agree RCF L/C Obligations, shall not exceed the Letter of Credit Sublimit. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to purchase from be a representation by such Borrower that the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance Extension so requested complies with the provisions hereof, conditions set forth in the “L/C Sublimit”), (B) with regard proviso to the Dollar Revolving Lenders collectivelypreceding sentence. Within the foregoing limits, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may Borrowers may, during the Availability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon or payments or disbursements made in respect of, as applicable, and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after Subject to Section 2.14, during the Funding DateCommitment Period, (xi) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, Currencies for the account of either (x) so long as Parent remains a Guarantor, Parent or any of its Subsidiaries or (y) if Parent ceases to be a Guarantor, the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business DayGroup, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of CreditCredit issued by it; and (yii) the Dollar Revolving Lenders severally agree to purchase from the each L/C Issuer a participation interest in Letters of Credit issued by it hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) the Outstanding Amount of Revolving Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (C) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (CD) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (DE) with regard to each L/C Issuer individually, the Outstanding Amount of L/C Obligations for the account with respect to Letters of BCV Credit issued by such L/C Issuer shall not exceed $3,500,000its respective L/C Fronting Sublimit. Subject to the terms and conditions hereof, Parent’s or the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Parent or the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after the Funding Amendment No. 6 Effective Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Parent Borrower (or for the account of any member of the Consolidated Group or BCVGroup, but in such case the Parent Borrower will remain obligated to reimburse the such L/C Issuer for any and all drawings under such Letter of Credit, and the Parent Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCVGroup) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar each L/C Revolving Lenders Lender severally agree agrees to purchase from the such L/C Issuer a participation interest in Letters each Letter of Credit issued hereunder in an amount equal to the Dollar Equivalent of such Dollar L/C Revolving Lender’s Dollar Revolving L/C Commitment Percentage thereofthereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, the purchase of such participation will also occur on each Revaluation Date); provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY ONE HUNDRED FIFTY MILLION DOLLARS ($20,000,000150 MILLION) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (C) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’s Aggregate Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Aggregate Revolving Committed Amount, (E) the Outstanding Amount of all Dollar Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Dollar Revolving Committed Amount, (CF) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage the Outstanding Amount of Dollar all Limited Currency Revolving Obligations shall not exceed its respective the Dollar Equivalent of the Aggregate Limited Currency Revolving Committed Amount and Amount, (DG) [Reserved], (H) the Outstanding Amount of L/C Obligations for do not exceed the account L/C Committed Amount, and (I) no L/C Issuer shall be required to (but, in its sole discretion, may) issue, amend, extend or increase any Letter of BCV Credit, if after giving effect thereto, there would be L/C Obligations arising from Letters of Credit issued by such L/C Issuer in excess of its Letter of Credit Cap (provided that this clause (I) shall not exceed $3,500,000be construed to invalidate any L/C Obligations of any L/C Issuer in place as of the Amendment No. 6 Effective Date). Subject to the terms and conditions hereof, the Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On Subject to the terms and after the Funding Dateconditions set forth herein, (x) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar other Revolving Lenders set forth hereinin this Section 2.05, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, from time to time before the 30th day prior to the Revolving Termination Date for the account account, and upon the request, of the Borrower and in support of (or for the account of any member i) trade obligations of the Consolidated Group or BCVBorrower and/or its Subsidiaries, but which shall be payable at sight in Dollars (each such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such letter of credit, a “Trade Letter of Credit” and, and collectively, the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under “Trade Letters of Credit; ”) and (yii) such other obligations of the Borrower that are acceptable to the Revolving Lenders (each such letter of credit, a “Standby Letter of Credit” and, collectively, the “Standby Letters of Credit”); provided that, immediately after each Letter of Credit is issued, (i) the Dollar Revolving Lenders severally agree to purchase from aggregate amount of the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (Bii) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations Outstandings shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (Diii) with respect to each individual Revolving Lender, the Outstanding Amount aggregate outstanding principal amount of the Revolving Lender’s Revolving Loans plus its Participation Interests in outstanding L/C Obligations for plus its (other than the account of BCV Swing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed $3,500,000. Subject to such Revolving Lender’s Revolving Commitment Percentage of the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereofRevolving Committed Amount.

Letters of Credit. On Upon notice to Administrative Agent, any Applicable Lender that is an Accelerating Lender may draw on a letter of credit posted for its benefit upon demand to the applicable issuing bank (the “Requested Draw”) and after upon receipt of any such Requested Draw, apply any such amounts to such Applicable Lender’s Advances (and the Funding Date, (x) each L/C Issuer, in reliance Advances of all Agented Lenders with respect to such Applicable Lender). If upon the commitments receipt of the Dollar Revolving Requested Draw, the amount so received is in excess of such Applicable Lender’s (and its Agented Lender’s) Advances (or other Obligations then due and owing such Lenders), pay any such excess amounts to the Administrative Agent to be applied as provided in Section 7.03(a) (except that, solely for purposes of applying such excess, the references to “Lenders” in clauses Second, Third and Fourth of such Section 7.03(a) will be deemed to refer to all Lenders set forth hereinother than such Applicable Lender and any Agented Lender with respect to such Applicable Lender, agrees for so long as the Obligations of such Lenders (Aother than such Applicable Lender and any Agented Lender with respect to such Applicable Lender) have not been indefeasibly paid in full). In the event that any Applicable Lender is not a named beneficiary to issue Letters any Eligible Letter of Credit denominated because it has become a Lender subsequent to the issue date of such Eligible Letter of Credit or if the amount of any Eligible Letter of Credit needs to be adjusted in Dollars amount as a result of an assignment among Lenders that alters the Pro Rata Basis among Lenders, the Loan Parties and the assigning Lender shall use commercially reasonable efforts to replace or in one or more Alternative Currencies, for the account revise such Eligible Letter of the Borrower Credit to allow such Applicable Lender to be a named beneficiary thereunder (or for to revise the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business amounts of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Eligible Letters of Credit; ) as soon as practicable after such assignment and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to until such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereofplacements are made, the “L/C Sublimit”), (B) assigning Lender shall act as Applicable Lender for such Agented Lender with regard respect to the Dollar Revolving Lenders collectively, the Outstanding Amount any non-replaced or revised letter of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereofcredit.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members the Borrower or, with the consent of the Consolidated Group or BCV inures to the benefit of the BorrowerAdministrative Agent, its Subsidiaries, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with Section 2.03(b), and (C2) to honor drawings under the Letters of Credit; and (yB) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ax) the Total Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed TWENTY MILLION DOLLARS such Lender’s Commitment, and ($20,000,000z) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving the L/C Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) be a representation by the Outstanding Amount of Borrower that the L/C Obligations for Credit Extension so requested complies with the account of BCV shall not exceed $3,500,000conditions set forth in the proviso to the preceding sentence. Subject Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (i) Each Issuing Bank agrees, on the terms and after the Funding Date, (x) each L/C Issuerconditions hereinafter set forth, in reliance upon the commitments agreements of the Dollar Revolving Credit Lenders set forth hereinin this Agreement, agrees (A) to issue Letters one or more letters of Credit credit denominated in Dollars or in one or more Alternative Currencies, for the account form of (x) trade letters of credit in support of trade obligations of the Borrower and its Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade Letters of Credit”) and (y) standby letters of credit issued for any other lawful purposes of the Borrower and its Subsidiaries (such letters of credit issued for such purposes, “Standby Letters of Credit”; each such letter of credit issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of any member of the Consolidated Group or BCV, but Subsidiary (in such which case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed issued for the joint and several account of the Borrower and such Subsidiary) in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the applicable Availability Period and prior to the date that is five (5) days prior to the latest Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (A) the Letter of Credit Facility at such time and (B) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders; provided that if (i) the Termination Date has been extended as to some but not all Revolving Credit Lenders pursuant to Section 2.22 and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Termination Date of any Revolving Credit Lender in effect prior to such extension, then compliance with clause (B) above shall be determined solely with reference to the Revolving Credit Lenders whose Revolving Credit Commitments have been issued pursuant heretoso extended. If requested by an Issuing Bank, the Borrower shall also submit a Letter of Credit Application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. 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, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, each Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. Notwithstanding anything to the contrary provided in this Agreement, each letter of credit listed on Schedule 2.01(c) shall be deemed issued under this Agreement from and after the Funding Date shall be subject to and governed by the terms and conditions hereofEffective Date.

Letters of Credit. On and after the Funding Date, (xa) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereofof this Agreement, the Borrower’s ability Issuing Lender agrees to obtain issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") solely with respect to the Existing Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedCredit. Notwithstanding anything to the contrary contained herein, in no Letters of Credit may event shall Issuing Lender or any other Lender be used required to support issue any L/C or L/C Undertaking (or otherwise advance any credit in respect thereof) after the IAC Dividend, Closing Date other than with respect to the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit Credit, and once any portion of the LC Obligations has been paid or prepaid it may not be reborrowed. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender upon receiving written or telephonic notice of such L/C Disbursement by paying to Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, provided, that Administrative Borrower has received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Administrative Borrower prior to such time on such date, then not later than 11:00 a.m., California time, on the Business Day immediately following the day that Administrative Borrower receives such notice, pursuant to the foregoing, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to have been issued pursuant heretobe an Obligation hereunder (an "LC Obligation" and, and from and after collectively, the Funding Date "LC Obligations") and, thereafter, shall bear interest at the rate then applicable to Base Rate Loans under Section 2.6 (subject to conversion to LIBOR Rate Loans in accordance with Section 2.13). To the extent an L/C Disbursement is deemed to be an LC Obligation hereunder, Borrowers' obligation to reimburse such L/C Disbursement shall be subject to discharged and governed replaced by the terms resulting LC Obligation. Promptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to the Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.12(c) to reimburse the Issuing Lender, then to such Lenders and conditions hereofthe Issuing Lender as their interests may appear.

Letters of Credit. On and after the Funding Closing Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCVGroup, but in such case case, the Borrower will remain obligated to reimburse the such L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, Borrower and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCVGroup) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, hereunder and (C) to honor drawings under Letters of Credit; and (y) the Dollar each Revolving Lenders Lender severally agree agrees to purchase from the such L/C Issuer a participation interest in Letters each Letter of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage Pro Rata Share thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) 5.0 million (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar such Lender’s Revolving Committed Amount Commitment, and (D) the Outstanding Amount no L/C Issuer shall be required to (but, in its sole discretion, any L/C Issuer may) issue, amend, extend or increase any Letter of Credit if, after giving effect thereto, there would be L/C Obligations for the account arising from Letters of BCV shall not exceed $3,500,000Credit issued by such L/C Issuer in excess of its L/C Commitment. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) Subject to the terms and after the Funding Dateconditions set forth herein, (xi) each L/C Issuerthe Issuing Bank agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders set forth hereinin this §3, agrees (A) from time to time on any Business Day during the period from the Closing Date until the Maturity Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, Currencies for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with §3.2 below, and (CB) to honor drawings under the Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV the Borrower and any drawings thereunder; provided that at no time shall not the Maximum Drawing Amount of all Letters of Credit outstanding exceed $3,500,000the Letter of Credit Sublimit or, if less, the Total Commitment, and provided further that, at no time shall the sum of (a) the Dollar Equivalent of the aggregate principal amount of all Syndicated Loans outstanding, plus (b) the aggregate principal amount of all Swing Line Loans outstanding, plus (c) the aggregate principal amount of all Competitive Bid Loans outstanding, plus (d) the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Total Commitment then in effect, and provided further that, subject to §2.6 hereof, at no time shall the sum of (x) the Dollar Equivalent of the aggregate principal amount of all Syndicated Loans denominated in Alternative Currencies outstanding plus (y) the aggregate Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies and all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit. Subject Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or will expire or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (i) Subject to the terms and after conditions set forth herein, (A) on the Funding Closing Date, each Existing Letter of Credit shall remain outstanding, in accordance with its terms, and shall constitute a Letter of Credit hereunder; (xB) each L/C IssuerLC Issuing Bank agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders set forth hereinin this Section 2.3, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, Canadian Dollars (subject to the limitations set forth below) for the account of the US Borrower, Canada Borrower (or for the account of any member of the Consolidated Group or BCV, but their respective Affiliates in an aggregate stated amount not to exceed such case the Borrower will remain obligated to reimburse the L/C Issuer for any LC Issuing Bank’s “Revolving Loan and all drawings under such Letter of CreditCredit Commitment” set forth on Appendix A, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with Section 2.3(b) below and the applicable LC Issuing Banks shall continue any Existing Letters of Credit, and (C2) to honor drawings under the Letters of Credit; and (yC) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of US Borrower or Canada Borrower or their respective Affiliates and any drawings thereunder; provided that, in the case of clause (B)(1) above, after giving effect to any Credit Extension with respect to any Letter of Credit, (w) solely with respect to Letters of Credit issued in support of obligations of Affiliates of the US Borrower or Canada Borrower that are not Credit Parties or Restricted Subsidiaries, the requirements of Section 6.4(c) shall have been satisfied as of the date of such issuance, (Ax) the Outstanding Amount Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect and (y) the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”)Sublimit then in effect. Each request by US Borrower or Canada Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by US Borrower or Canada Borrower (Bas applicable) that the Credit Extension so requested complies with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, conditions set forth in clauses (Cx) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) y). Within the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject foregoing limits, and subject to the terms and conditions hereof, the US Borrower’s and Canada Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly US Borrower and Canada Borrower may, during the Borrower may foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained hereinSubject to the L/C Sublimit, no the US Borrower or Canada Borrower, and any Revolving Lender, may agree to and amend Appendix A to establish or increase (as the case may be) a commitment to issue Letters of Credit may be used to support by such Revolving Lender, which, for the IAC Dividendavoidance of doubt, shall not require the Spin-Off, consent of any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereofother Person.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group Borrower or BCV inures to the benefit of the Borrowerany Subsidiary, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with Section 2.03(b), and (C2) to honor drawings under the Letters of Credit; and (yB) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ax) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be decreased in accordance with deemed to be a representation by the provisions hereof, Borrower that the “L/C Sublimit”), (B) Credit Extension so requested complies with regard the conditions set forth in the proviso to the Dollar Revolving Lenders collectivelypreceding sentence. Within the foregoing limits, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after During the Funding DateCommitment Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCVGroup, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCVGroup) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A1) the Outstanding Amount of L/C Obligations shall not exceed TWENTY TWENTY-FIVE MILLION DOLLARS ($20,000,00025,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B2) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, Commitments and (C3) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar the Outstanding Amount of Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Commitment. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12reimbursed in full. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) (i) On and after any Business Day during the Funding DateAvailability Period, (x) each L/C Issuerthe Issuing Bank, in reliance upon the commitments agreements of the Dollar Revolving other Lenders set forth hereinpursuant to this Section 2.23, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currenciesissue, for at the account request of the Borrower (or for the account of any member of the Consolidated Group or BCVBorrower, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of standby Letters of Credit for the account of members the Borrower on the terms and conditions hereinafter set forth; provided, however, that (i) each Letter of Credit shall expire on the Consolidated Group earlier of (A) the date one year after the date of issuance of such Letter of Credit (or BCV inures in the case of any extension thereof, one year after such extension) and (B) the date that is five (5) Business Days prior to the benefit of the Borrower, Revolving Commitment Termination Date and (ii) the Borrower acknowledges that may not request any Letter of Credit, if, after giving effect to such issuance (A) the Borrower’s business derives substantial benefits from aggregate LC Exposure would exceed the business of such members of the Consolidated Group and BCV) on any Business DayLC Commitment, (B) to amend the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans and Swingline Loans plus the aggregate Franchisee LC Exposure plus the Franchisee Loan Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters the aggregate outstanding amount of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from Loans of any Lender plus such Lender’s Pro Rata Share of the L/C Issuer outstanding amount of all LC Exposure plus such Lender’s Pro Rata Share of the outstanding amount of all Swingline Loans plus such Lender’s Pro Rata Share of the outstanding amount of all Franchisee LC Exposure plus such Lender’s Pro Rata Share of the outstanding amount of all Franchisee Loan Exposure would exceed such Lender’s Revolving Commitment. Each request by the Borrower for the issuance or amendment of a participation interest in Letters Letter of Credit issued hereunder in an amount equal shall be deemed to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided be a representation by the Borrower that (A) the Outstanding Amount Letter of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance Credit so requested complies with the provisions hereof, conditions set forth in the “L/C Sublimit”), (B) with regard proviso to the Dollar Revolving Lenders collectivelypreceding sentence. Within the foregoing limits, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after During the Funding DateRevolving Commitment Period, (xi) each subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Tranche Lenders set forth herein, agrees in this Section 2.01(b) and Section 2.03 (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Parent Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings drafts under Letters of Credit; and (yii) the Dollar Revolving Tranche Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit issued hereunder and any drawings thereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Tranche Commitment Percentage thereof; provided that (A) the aggregate Outstanding Amount of L/C Obligations shall not exceed TWENTY THIRTY MILLION DOLLARS ($20,000,00030,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C SublimitCommitted Amount”), (B) with regard to the Dollar Revolving Tranche Lenders collectively, the aggregate Outstanding Amount of Dollar Revolving Tranche Obligations shall not exceed the Aggregate Dollar Revolving Committed AmountTranche Commitments, and (C) with regard to each Dollar Revolving Tranche Lender individually, such Dollar Revolving Tranche Lender’s Dollar Revolving Tranche Commitment Percentage of Dollar Revolving Tranche Obligations shall not exceed its respective Dollar Revolving Tranche Committed Amount Amount. Each request by the Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the Letter of Credit so requested complies with the conditions set forth in clauses (A) and (DB) in the Outstanding Amount of L/C Obligations for proviso to the account of BCV shall not exceed $3,500,000preceding sentence. Subject Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower may may, during the Revolving Commitment Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) Any Borrower may request, subject to the terms and after ----------------- conditions herein set forth, from time to time prior to the Funding Date, (x) each L/C Issuer, in reliance upon the commitments termination of the Dollar Revolving Total Commitments and upon five Business Days' Written Notice, that Fleet or any Fronting Bank issue, and Fleet or any such Fronting Bank on behalf of the Lenders set forth hereinshall, agrees subject to such conditions, issue (AFleet or any such Fronting Bank, upon issuance of a Letter of Credit, being an "Issuing Lender" in respect of such Letter of Credit) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currenciesother Optional Currency; provided, however, that the aggregate undrawn amount of all -------- ------------- Letters of Credit issued for (x) the account of all of the Borrower Borrowers at any time outstanding, together with the amount of unreimbursed drawings thereunder, and the then aggregate unpaid principal amount of all Revolving Loans shall not exceed the Total Commitments, and (or y) the Letters of Credit issued for the account of any member Foreign Borrower at any time outstanding, together with the amount of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all unreimbursed drawings under such Letter of Creditthereunder, and the then aggregate unpaid principal amount of the Revolving Loans made to each such Foreign Borrower acknowledges shall not exceed the Borrowing Limit for such Foreign Borrower; provided, further, ----------------- that the issuance of Letters in no event shall any Issuing Lender issue any Letter of Credit for the ---- account of members any Borrower if the original undrawn amount thereof, together with the aggregate undrawn and unreimbursed amounts of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in all other Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject all of the Borrowers immediately prior to the terms and conditions hereoftime of such issuance, exceeds $15,000,000 or the Borrower’s ability to obtain Letters Dollar Equivalent thereof (exclusive of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters CAN Lender Letter of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereofCredit).

Letters of Credit. On At Purchaser's option, the Deposit may be paid by Purchaser simultaneously herewith by Purchaser's delivering to Mall Subsidiary one or more clean, irrevocable stand-by letters of credit (the "Letters of Credit") in an aggregate amount equal to the Deposit in favor of Mall Subsidiary, the form of each of which shall comply with the next sentence and after shall otherwise be reasonably acceptable to the Funding Date, Sellers and each of which shall be issued by a bank (xthe "Bank") each L/C Issuer, in reliance upon the commitments with a Issuer Financial Strength Rating from S&P of A or better (without a negative credit watch if such rating is A) or a Senior Unsecured Debt Rating or Issuer Rating from Moody's of A-2 or better (without a negative credit watch if such ratxxx xx A-2). Each of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated shall initially have an expiration date not earlier than sixty (60) days after the initial Closing Date provided for in Dollars or in the first sentence of Section 5.1 hereof, and each shall provide that it can be drawn on by the Mall Subsidiary upon delivery by Mall Subsidiary to the Bank of a written notice stating that Mall Subsidiary is entitled to draw upon such Letter of Credit pursuant to the terms of this Agreement. If one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for are delivered by Purchaser: (i) if the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereofClosing occurs, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, returned by Mall Subsidiary to Purchaser at the Closing and accordingly the Borrower may obtain Remaining Balance shall in such case be increased by the amount of the Letters of Credit Credit; (ii) if the Closing does not occur under circumstances in which Purchaser is entitled to replace Letters a return of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC DividendDeposit, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed promptly returned by Mall Subsidiary to have been issued pursuant hereto, Purchaser; and from and after (iii) if (A) the Funding Date Sellers shall at any time be entitled to receive the proceeds of the Deposit or (B) Mall Subsidiary shall be subject holding any Letters of Credit thirty (30) days prior to the expiration date thereof and governed Purchaser shall not theretofore have delivered to Mall Subsidiary an endorsement to such Letters of Credit signed by the terms issuer thereof extending such expiration date for a minimum of sixty (60) days or replacement Letters of Credit meeting the requirements of the first and conditions hereofsecond sentences of this Section 3.3 and bearing an expiration date at least sixty (60) days following the expiration date of the original Letters of Credit, then in either such case Mall Subsidiary shall be entitled to draw the full amount of such Letters of Credit and either retain such amount (in the case of clause (A)) or pay such amount to Escrow Agent (in the case of clause (B), in which event the provisions of Section 3.2 shall apply with respect to such amount).

Letters of Credit. On and after If any LC Lender shall obtain any payment (whether voluntary, involuntary, through the Funding Dateexercise of any right of set-off, (xor otherwise) each L/C Issuer, in reliance upon the commitments on account of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters any Letter of Credit denominated in Dollars or in one or more Alternative Currencies, for the account Liability of the Borrower or any LC Subsidiary hereunder (other than pursuant to Section 3.07 or for the 4.06) in excess of its LC Commitment Percentage of any such payments on account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of CreditCredit Liability obtained by all the LC Lenders, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to LC Lender shall forthwith purchase from the L/C Issuer a participation interest other LC Lenders such participations in Letters such other LC Lenders' participations purchased pursuant to Section 3.04 as shall be necessary to cause such purchasing LC Lender to share the excess payment ratably with each other LC Lender, provided, however, that if all or any portion of Credit issued hereunder in such excess payment is thereafter recovered from such purchasing LC Lender such purchase from each other LC Lender shall be rescinded and each such LC Lender shall repay to the purchasing LC Lender the purchase price to the extent of such recovery together with an amount equal to each such Dollar Revolving LC Lender’s Dollar Revolving Commitment Percentage thereof; provided that 's ratable share (Aaccording to the proportion of (i) the Outstanding Amount amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS such LC Lender's required repayment to ($20,000,000ii) the total amount so recovered from the purchasing LC Lender) of any interest or other amount paid or payable by the purchasing LC Lender in respect of the total amount so recovered. The Borrower and each LC Subsidiary agree that any LC Lender so purchasing a sub-participation from another LC Lender pursuant to this Section 4.07 may, to the fullest extent permitted by law, exercise all its rights of payment (as such amount may be decreased in accordance with including the provisions hereof, the “L/C Sublimit”), (Bright of set-off) with regard respect to such sub-participation as fully as if such LC Lender were the Dollar Revolving Lenders collectively, the Outstanding Amount direct creditor of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters or each LC Subsidiary in the amount of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereofsuch participation.

Letters of Credit. On (a)The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, Currencies for the account of the Borrower (Company or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Creditits Subsidiaries, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with Section 2.03(b), and (C2) to honor drawings under the Letters of Credit; and (yB) the Dollar Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ax) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be decreased in accordance with deemed to be a representation by the provisions hereof, Company that the “L/C Sublimit”), (B) Credit Extension so requested complies with regard the conditions set forth in the proviso to the Dollar Revolving Lenders collectivelypreceding sentence. Within the foregoing limits, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after During the Funding DateRevolving Commitment Period, (xi) each subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders set forth herein, agrees in this Section 2.01(b) and Section 2.03 (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings drafts under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit issued hereunder and any drawings thereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed TWENTY THIRTY MILLION DOLLARS ($20,000,00030,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C SublimitCommitted Amount”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount aggregate principal amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed AmountCommitments, and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount Amount. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the Letter of Credit so requested complies with the conditions set forth in clauses (A) and (DB) in the Outstanding Amount of L/C Obligations for proviso to the account of BCV shall not exceed $3,500,000preceding sentence. Subject Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the Revolving Commitment Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On Subject to the terms and after the Funding Dateconditions set forth herein, (xi) each L/C Issuerthe Issuing Lender agrees, in reliance upon on the commitments agreements of the Dollar Revolving Lenders set forth hereinin this Section 2.4, agrees from time to time on any Business Day from the Closing Date until the Termination Date, (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, as the Borrowers may request for the their own account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of another Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business DayParty as provided herein, (B) to amend or extend renew Letters of Credit previously issued hereunder, and (C) to honor drawings drafts under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer Issuing Lender a participation interest in the existing Letters of Credit and Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount aggregate principal amount of L/C the LOC Obligations shall not at any time exceed TWENTY SEVENTY-FIVE MILLION DOLLARS ($20,000,00075,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C SublimitLOC Committed Amount”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount aggregate principal amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar aggregate Revolving Committed Amount, and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Amount. Subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, hereunder and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On The Purchaser agrees to use its commercially reasonable efforts (a) to arrange for substitute letters of credit and the Purchaser guarantees to replace (i) the letters of credit and guarantees entered into by or on behalf of the Seller, Viacom or any of their respective Affiliates (other than the Company) outstanding as of the date of this Agreement in connection with the Business that are set forth on Section 5.7 of the Disclosure Schedule and (ii) any letters of credit and guarantees in connection with the Business entered into by or on behalf of the Seller or any of its Affiliates (other than the Company) in the ordinary course of business on or after the Funding Date, (x) each L/C Issuer, in reliance upon date of this Agreement and prior to the commitments Closing with the consent of the Dollar Revolving Lenders set forth hereinPurchaser, agrees such consent not to be unreasonably withheld (Atogether the "Seller LOCs") or (b) to issue Letters assume all obligations of Credit denominated in Dollars reimbursement under each Seller LOC, obtaining from the creditor a full release of all parties liable, directly or in one or more Alternative Currenciesindirectly, for reimbursement to the account creditor in connection with amounts drawn under a Seller LOC under the terms of a Seller LOC. The Purchaser further agrees that to the Borrower (extent the beneficiary under any Seller LOC refuses to accept any such substitute letter of credit or Purchaser guarantee proffered by the Purchaser, the Purchaser shall indemnify, defend and hold harmless the Seller, Viacom and their respective Affiliates against and reimburse them for any and all costs or expenses in connection with such Seller LOCs, including their expenses in maintaining such Seller LOCs whether or not any such Seller LOC is drawn upon, and shall in any event promptly reimburse the account of Seller, Viacom and their respective Affiliates to the extent any member of the Consolidated Group Seller LOC is called upon and such entity makes any payment thereunder or BCV, but in such case the Borrower will remain is obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and party issuing the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereofSeller LOC.

Letters of Credit. On and after During the Funding DateRevolving Commitment Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend renew Letters of Credit previously issued hereunder, and (C) to honor drawings drafts under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided provided, that (A) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed TWENTY an amount equal to SIXTY MILLION DOLLARS ($20,000,00060,000,000) (as such amount may be decreased adjusted in accordance with the provisions hereof, the “L/C SublimitCommitted Amount”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount aggregate principal amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, Amount and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Amount. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each L/C IssuerIssuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the commitments agreements of the Dollar other Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars under the Dollar Tranche or in Dollars or in one or more an Alternative Currencies, Currency under the Multicurrency Tranche for the account of the Lux Borrower or any Restricted Subsidiary (or provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any member other Borrower or any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(c), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued for the account of the Consolidated Group Lux Borrower or BCV, but in such case the Borrower will remain obligated to reimburse the any Restricted Subsidiary; provided that no L/C Issuer for shall be obligated to make any and all drawings under such L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the Borrower acknowledges that date of such L/C Credit Extension (w) the issuance L/C Obligations of Letters such L/C Issuer would exceed the Letter of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business Sublimit of such members of the Consolidated Group and BCV) on any Business DayL/C Issuer , (Bx) to amend or extend Letters of the Total Revolving Credit previously issued hereunderOutstandings would exceed the Revolving Credit Facility, and (C) to honor drawings under Letters of Credit; and (y) the Dollar aggregate Outstanding Amount of the Revolving Lenders severally agree to purchase from Credit Loans of any Lender under the applicable Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to Obligations under such Dollar Revolving Tranche, plus such Lender’s Dollar Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Revolving Credit Commitment Percentage thereof; provided that under such Tranche or (Az) the Outstanding Amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not would exceed the Aggregate Dollar Revolving Committed AmountLetter of Credit Sublimit. Within the foregoing limits, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after During the Funding DateCommitment Period, (xi) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend renew Letters of Credit previously issued hereunder, and (C) to honor drawings drafts under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree each Lender irrevocably and unconditionally agrees to purchase from the each L/C Issuer a participation interest in the Letters of Credit issued by such L/C Issuer hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed TWENTY NINETY MILLION DOLLARS ($20,000,00090,000,000) (as such amount may be increased or decreased in accordance with the provisions hereof, the “L/C SublimitCommitted Amount”), (B) an L/C Issuer shall not be obligated to issue a Letter of Credit if, after giving effect to such issuance, the aggregate stated amount of the outstanding Letters of Credit issued by such L/C Issuer would exceed the lesser of (x) 25% of the L/C Committed Amount and (y) the Revolving Commitment of such L/C Issuer in its capacity as Lender, (C) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount aggregate principal amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, and (CD) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Amount. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after the Funding Date, (x) each L/C IssuerThe Revolving Loan Commitment may, in reliance addition to advances under the Revolving Loan, be utilized, upon the commitments request of Borrower Representative on behalf of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currenciesapplicable Borrower, for the account issuance of Letters of Credit. Immediately upon the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the issuance by an L/C Issuer for any and all drawings under such of a Letter of Credit, and without further action on the Borrower acknowledges that the issuance part of Letters of Credit for the account of members Agent or any of the Consolidated Group or BCV inures Lenders, each Revolving Lender shall be deemed to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits have purchased from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters such Letter of Credit issued hereunder (or in an amount its obligation under a risk participation agreement with respect thereto) equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) Pro Rata Share of the Outstanding Amount aggregate amount available to be drawn under such Letter of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount Credit. Issuance of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolvingsubject to the limits of Section 1.1(a). Furthermore, GE Capital as an L/C Issuer may elect only to issue Letters of Credit in its own name and accordingly the Borrower may obtain only issue Letters of Credit to replace the extent permitted by requirements of all applicable laws, rules, regulations and orders of any Governmental Authority, and such Letters of Credit may not be accepted by certain beneficiaries such as insurance companies. If (i) any Lender is a Non-Funding Lender or Agent determines that have expired any of the Lenders is an Impacted Lender and (ii) the reallocation of that Non-Funding Lender’s or that have been drawn upon Impacted Lender’s Letter of Credit Obligations to the other Revolving Lenders would reasonably be expected to cause the Letter of Credit Obligations and reimbursed. Notwithstanding anything contained hereinRevolving Loans of any Lender to exceed its Revolving Loan Commitment, taking into account the amount of outstanding Revolving Loans and expected advances of Revolving Loans as determined by Agent, then no Letters of Credit may be used to support issued or renewed unless the IAC DividendNon-Funding Lender or Impacted Lender has been replaced, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters Letter of Credit shall be deemed to Obligations of that Non-Funding Lender or Impacted Lender have been issued pursuant heretocash collateralized, and from and after or the Revolving Loan Commitments of the other Lenders have been increased by an amount sufficient to satisfy Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders who are not Non-Funding Date shall be subject to and governed by the terms and conditions hereofLenders or Impacted Lenders.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar other Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or provided that any Letter of Credit may be for the account benefit of any member Subsidiary of the Consolidated Group Borrower) and to amend or BCVrenew Letters of Credit previously issued by it, but in such case accordance with Section 2.03(b), and (2) to honor drafts under the Borrower will remain obligated Letters of Credit and (B) the Revolving Credit Lenders severally agree to reimburse the participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer for shall be obligated to make any and all drawings under such L/C Credit Extension with respect to any Letter of Credit, and the Borrower acknowledges that the issuance of Letters no Lender shall be obligated to participate in any Letter of Credit for the account of members if as of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business date of such members of the Consolidated Group L/C Credit Extension and BCV) on any Business Dayafter giving effect thereto, (Bx) to amend or extend Letters the Revolving Credit Exposure of any Revolving Credit previously issued hereunderLender would exceed such Lender’s Revolving Credit Commitment, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from Total Outstandings would exceed the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to Line Cap at such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that time or (Az) the Outstanding Amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not would exceed the Aggregate Dollar Revolving Committed AmountLetter of Credit Sublimit. Within the foregoing limits, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.- 74-

Letters of Credit. On and after During the Funding DateCommitment Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend renew Letters of Credit previously issued hereunder, and (C) to honor drawings drafts under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed TWENTY SIXTY MILLION DOLLARS ($20,000,00060,000,000) (as such amount may be increased or decreased in accordance with the provisions hereof, the “L/C SublimitCommitted Amount”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount aggregate principal amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Amount. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, hereunder and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after During the Funding DateCommitment Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY SEVEN MILLION DOLLARS ($20,000,0007,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Loan Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Loan Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount Amount. Letters of L/C Obligations for the account of BCV shall not exceed $3,500,000Credit will be denominated in Dollars. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) (i) The Revolving Letters of Credit. Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each the Revolving L/C IssuerIssuers agree, in reliance upon the commitments agreements of the Dollar other Revolving Credit Lenders set forth hereinin this Section, agrees (A1) from time to issue Letters of time on any Business Day during the period from the Closing Date until the Revolving Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of CreditFinal Expiration Date, and the Borrower acknowledges that the issuance of to issue Revolving Letters of Credit for the account of members the Borrower or its Subsidiaries (other than Retail Holdco or any of its Subsidiaries when the Consolidated Group or BCV inures to the benefit of the BorrowerSleeve Documents are in effect), and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Dayto amend, (B) to amend renew or extend the expiry dates of Revolving Letters of Credit previously issued hereunderby it, in accordance with Section 2.3(b), and (C2) to honor drawings under if presented in accordance with the terms and conditions of such Revolving Letters of Credit; and (yB) the Dollar Revolving Credit Lenders severally agree to purchase from participate in Revolving Letters of Credit issued for the account of the Borrower or its Subsidiaries; provided, that no Revolving L/C Issuer a participation interest in shall be obligated to make any Revolving L/C Credit Extension with respect to any Revolving Letter of Credit, if as of the date of such Revolving L/C Credit Extension, (1) the amounts outstanding under the Revolving Credit Facility would exceed the aggre­gate Revolving Credit Commitments, (2) the Revolving L/C Exposure would exceed the aggregate Revolving Credit Commitments; provided, further, that no Revolving L/C Issuer shall be required to issue, amend or renew any Revolving Letter of Credit if, after giving effect thereto, all Revolving L/C Obligations held by such Revolving L/C Issuer with respect to all Revolving Letters of Credit issued hereunder by such Revolving L/C Issuer (or its Affiliates) would exceed the amount set forth on Schedule 2.1, as modified from time to time in an amount equal accordance with Section 2.14(b) to reflect any revised Revolving Credit Commitments, opposite the name of such Dollar Revolving Lender’s Dollar L/C Issuer, under the column entitled “Revolving Commitment Percentage thereof; provided that L/C Issuer Amount for Revolving Letters of Credit”, or (A3) the sum of the aggre­gate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender plus such Lender’s Pro Rata Share of the Revolving L/C Obligations Exposure would exceed such Lender’s Revolving Credit Commitment; and provided, further, that upon any change in the Revolving Credit Commitments of the Revolving Credit Lenders pursuant to Section 2.14, it is hereby agreed that, with respect to all outstanding Revolving Letters of Credit and unpaid drawings relating thereto, there shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with an automatic adjustment to the provisions hereof, participations pursuant to this Section 2.3 to reflect the “new Revolving Credit Commitment of Revolving Credit Lenders. Each request by the Borrower for the issuance or amendment of a Revolving Letter of Credit shall be deemed to be a representation by the Borrower that the Revolving L/C Sublimit”)Credit Extension so requested complies with the conditions set forth in the preceding sentence. Within the foregoing limits, (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Revolving Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Revolving Letters of Credit to replace Revolving Letters of Credit that have expired or that have been drawn upon and reimbursedpaid. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All The Existing Letters of Credit identified on Schedule 1.1(a) as “Revolving Letters of Credit” shall be deemed to have been issued pursuant hereto, and from and after the Funding Closing Date shall be Revolving Letters of Credit and shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) The Letter of Credit Commitments. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (x1) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Credit Lenders under the Revolving Credit Facility set forth hereinin this Section 2.03, agrees (Ax) from time to time on any Business Day following the Closing Date during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or provided that any Letter of Credit may be for the account of any member Subsidiary of the Consolidated Group or BCVBorrower; provided, but in such case further that the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV Subsidiaries inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business businesses of such members of Subsidiaries, and the Consolidated Group Borrower hereby irrevocably agrees to be bound jointly and BCV) severally to reimburse the applicable L/C Issuer for amounts drawn on any Business Day, (BLetter of Credit issued for the account of any Subsidiary) and to amend or extend Letters of Credit previously issued hereunderby it, and (C) to honor drawings under Letters of Credit; in accordance with Section 2.03(b), and (y) to honor drafts under the Dollar Letters of Credit and (2) the Revolving Credit Lenders under the Revolving Credit Facility severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal pursuant to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereofthis Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (Aw) the Total Revolving Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not Obligations, would exceed TWENTY MILLION DOLLARS such Xxxxxx’s Revolving Credit Commitment, ($20,000,000y) (as such amount may be decreased in accordance with the provisions hereof, the “aggregate L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not Exposure would exceed the Aggregate Dollar Revolving Committed Amount, Letter of Credit Sublimit or (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (Dz) the Outstanding Amount of aggregate L/C Obligations for Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment. Letters of Credit shall constitute utilization of the account of BCV shall not exceed $3,500,000Revolving Credit Commitments. Subject Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters It is hereby acknowledged and agreed that each of Credit may be used to support the IAC Dividend, letters of credit described on Schedule 2.03(a) (the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All “Existing Letters of Credit Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed to have been issued pursuant hereto, and from and after under this Agreement on the Funding Date Closing Date. (ii) An L/C Issuer shall be subject under no obligation to and governed 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 such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the terms and conditions hereof.force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or 76

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group Borrower or BCV inures to the benefit of the Borrowerits Subsidiaries, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with Section 2.03(b), and (C2) to honor drawings under the Letters of Credit; and (yB) the Dollar Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ax) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be decreased in accordance with deemed to be a representation by the provisions hereof, Borrower that the “L/C Sublimit”), (B) Credit Extension so requested complies with regard the conditions set forth in the proviso to the Dollar Revolving Lenders collectivelypreceding sentence. Within the foregoing limits, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) In the event that on the CAM Exchange Date any RL Letter of Credit shall be outstanding and after undrawn in whole or in part, each RL Lender shall promptly pay over to the Funding Date, (x) each L/C IssuerAdministrative Agent, in reliance upon immediately available funds, an amount in Dollars (or, in the commitments case of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters an RL Letter of Credit denominated in Dollars an Alternative Currency, the Dollar Equivalent thereof) equal to such Lender's RL Percentage of such undrawn Stated Amount, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Revolving Loan maintained as a Base Rate Loan in a principal amount equal to such undrawn Stated Amount or in one Unpaid Drawing, as applicable. The Administrative Agent shall establish a separate account (each, an "RL Reserve Account") or more Alternative Currencies, accounts for each RL Lender for the amounts received with respect to each such RL Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw (and the Deposit Bank agrees to withdraw) all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 3.02(b)) less the aggregate amount (if any) equal to all Unpaid Drawings made in respect of CL Letters of Credit (or the Dollar Equivalent thereof in the case of an Unpaid Drawing relating to a CL Letter of Credit that was denominated in an Alternative Currency) not yet funded by application of Credit-Linked Deposits as contemplated by Section 2.04(c)(ii) and deposit same in a new separate account maintained with the Administrative Agent (each a "CL Reserve Account" and, together with the RL Reserve Account, the "Reserve Accounts") or accounts for each CL Lender. The Administrative Agent shall deposit in each Lender's RL Reserve Account or CL Reserve Account, as the case may be, such Lender's CAM Percentage of the Borrower (amounts received from the RL Lenders or for the account of any member of Credit-Linked Deposit Account, as the Consolidated Group or BCVcase may be, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any as provided above. The Administrative Agent shall have sole dominion and all drawings under such Letter of Creditcontrol over each Reserve Account, and the Borrower acknowledges amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in Section 14.02(b), (c), (d) or (e). The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender's CAM Percentage. The amounts held in each Lender's RL Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the RL Letter of Credit Outstandings or CL Letter of Credit Outstandings, as the case may be, shall be the property of such Lender and shall not constitute Loans to or give rise to any claim of or against any Credit Party, it being agreed that the issuance reimbursement obligations in respect of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrowershall arise only at such times as Drawings are made thereunder, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest as provided in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof2.05.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each L/C Issuerthe Letter of Credit Issuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Expiration Date or the termination of the Availability Period, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, at the request of the Borrower Agent for the account of the a Borrower (or for any other Domestic Subsidiary thereof as to which all “know your customer” or other similar requirements have been satisfied) so long as such Borrower is a joint and several co-applicant; references to a “Borrower” in this Section 2.03 shall be deemed to include reference to such other Loan Party and any applicable Domestic Subsidiary, as the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Creditmay be, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with subsection (b) below, and (C2) to honor drawings drafts under the Letters of Credit; and (yB) the Dollar Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of a Borrower and any drawings thereunder; provided that the Letter of Credit Issuer shall not be obligated to make any Letter of Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit, if as of the date of such Letter of Credit Extension, (A) the Total Revolving Credit Outstandings would exceed the Maximum Borrowing Amount, (B) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender’s Revolving Credit Commitment, or (C) the Outstanding Amount of L/C all Letter of Credit Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance deemed to be a representation by the Borrower Agent that the Letter of Credit Extension so requested complies with the provisions hereof, conditions set forth in the “L/C Sublimit”), (B) with regard proviso to the Dollar Revolving Lenders collectivelypreceding sentence. Within the foregoing limits, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.Borrowers’

Letters of Credit. On and after the Funding Date, (xa) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to all the terms and conditions hereof, Harris shall issue L/Cs for the Borrower’s ability account of the Domestic Xxxxxxers subject to obtain Letters of availability under the Revolving Credit, and the Revolving Credit Lenders hereby agree to participate therein as more fully described in Section 1.6 hereof. Each L/C shall be fully revolvingissued pursuant to an application for letter of credit (an "L/C Agreement") in the form attached hereto as Exhibit C. The L/C's shall consist of stand-by letters of credit in an aggregate undrawn amount not to exceed $2,000,000. Each L/C shall conform to the general requirements of Harris for letters of credit as to form and substance, sxxxx xe in U.S. Dollars, shall be a letter of credit which Harris may lawfully issue and shall have an expiry date not xxre than one year from the date of issuance thereof (but in no event later than the Termination Date). The amount available under each L/C issued pursuant hereto shall be deducted from the credit otherwise available under the Revolving Credit. In consideration of the issuance of L/Cs each Domestic Borrower jointly and severally agrees to pay Harris a fee (the "L/C Participation Fee") in the amount xxx xnnum equal to three and one-half of one percent (3.5%) (computed on the basis of a 360-day year and actual days elapsed) of the undrawn amount for each L/C issued for the account of the Domestic Borrowers hereunder. In addition, the Domestic Borrowers shall pay Harris a fee (the "L/C Issuance Fee") in the amount equal xx xhe greater of $300 and one-eighth of one percent (0.125%) of the stated amount of each L/C issued hereunder and such drawing, negotiation, amendment and other administrative fees in connection with each L/C as may be generally established by Harris from time to time for letters of credit issued by xx xx that type for each L/C (the "L/C Administrative Fee"). All L/C Participation Fees shall be payable monthly in arrears on the last day of each calendar month and on the Termination Date, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon all L/C Administrative Fees and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit L/C Issuance Fees shall be deemed to have been issued pursuant hereto, payable on the date of issuance of each L/C hereunder and from and after on the Funding Date shall be subject to and governed date required by the terms and conditions hereofHarris."

Letters of Credit. On and after During the Funding DateCommitment Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY FORTY MILLION DOLLARS ($20,000,00040,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Amount. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, hereunder and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after During the Funding DateCommitment Period, (xi) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth hereinherein and subject to payment of a fronting fee as provided in Section 2.09(b)(ii), agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued by it hereunder, and (C) to honor drawings under Letters of CreditCredit issued by it; and (yii) the Dollar Revolving Lenders severally agree to purchase from the each L/C Issuer a participation interest in the Existing Letters of Credit issued by such L/C Issuer and Letters of Credit issued hereunder by such L/C Issuer in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY FORTY MILLION DOLLARS ($20,000,00040,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Amount. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, hereunder and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after During the Funding DateCommitment Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Credit Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (Parent or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of other Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) Party on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (yii) the Dollar Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Credit Lender’s Dollar Revolving Aggregate Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY ONE HUNDRED MILLION DOLLARS ($20,000,000100,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), ) and (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Credit Committed Amount, and (C) with regard to each Dollar Revolving Credit Lender individually, such Dollar Revolving Credit Lender’s Dollar Revolving Aggregate Commitment Percentage of Dollar the Outstanding Amount of Revolving Credit Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Credit Commitment. Subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, hereunder and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after the Funding Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, ----------------- the Revolving Credit Commitments may be utilized, upon the request of Borrower’s ability , in addition to obtain the Revolving Credit Loans provided for by Section 2.01(a), for standby and commercial documentation letters of credit (herein collectively called "Letters of Credit") issued by the Issuing Lender for the account of ----------------- Borrower; provided, however, that in no event shall (i) the aggregate amount of -------- ------- all Letter of Credit Liabilities, plus the aggregate principal amount of the ---- Revolving Credit Loans then outstanding, plus the aggregate principal amount of ---- Swing Loans then outstanding exceed at any time the Revolving Credit Commitments as in effect at such time, (ii) the sum of the ag- gregate principal amount of Revolving Credit Loans then outstanding made by any Revolving Credit Lender, plus such lender's pro rata share (based on the ---- --- ---- Revolving Credit Commitments) of the aggregate principal amount of Swing Loans then outstanding, plus such Lender's pro rata share (based on the Revolving ---- --- ---- Credit Commitments) of the aggregate amount of all Letter of Credit Liabilities exceed such Lender's Revolving Credit Commitment as in effect at such time, (iii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $7.5 million, (iv) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the Revolving Credit Commitment Termination Date and (y) the date twelve months following the date of such issuance for standby Letters of Credit shall be fully revolving, and accordingly or 180 days after the Borrower may obtain date of such issuance for commercial Letters of Credit, unless the Majority Revolving Credit to replace Letters of Credit Lenders have approved such expiry date in writing; provided, however, that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters any -------- ------- standby Letter of Credit may be used automatically extendible for periods of up to support one year (but never beyond the IAC Dividendfifth Business Day preceding the Revolving Credit Commitment Termination Date) so long as such Letter of Credit provides that the Issuing Lender retains an option satisfactory to the Issuing Lender, to terminate such Letter of Credit prior to each extension date, unless all of the Spin-OffRevolving Credit Lenders have approved such expiry date in writing, or (v) the Issuing Lender issue any transaction contemplated by Letter of Credit after it has received notice from Borrower or the Spin-Off Majority Revolving Credit Lenders stating that a Default or contemplated by Section 8.12Event of Default exists until such time as the Issuing Lender shall have received written notice of (x) rescission of such notice from the Majority Revolving Credit Lenders, (y) waiver of such Default or Event of Default in accordance with this Agreement or (z) Administrative Agent's good faith determination that such Default or Event of Default has ceased to exist. All Existing The following additional provisions shall apply to Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.Credit:

Letters of Credit. On and after the Funding Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Issuing Bank agrees to issue, from time to time prior to the Commitment Termination Date, at the request of the Borrower and on behalf of the Lenders and in reliance on their obligations under this Section 2.12, one or more letters of credit (each a “Letter of Credit”) for the Borrower’s ability to obtain account in a face amount in each case of at least $500,000 or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $500,000, and in an aggregate undrawn face amount for all Letters of Credit at any time outstanding not to exceed the Revolving Credit Commitment Amount; provided, that the Issuing Bank shall be fully revolvingnot issue a Letter of Credit pursuant to this Section 2.12 if, after the issuance thereof, (i) the outstanding Revolving Loans and accordingly L/C Obligations would thereby exceed the Borrower may obtain Revolving Credit Commitment Amount (determined in accordance with Section 10.19) then in effect, (ii) the aggregate undrawn face amount of all Letters of Credit then outstanding would at any time thereafter (giving effect to replace the respective scheduled expiration dates thereof and any automatic extensions provided therein) exceed the Revolving Credit Commitment Amount scheduled to be in effect at any such time thereafter (giving effect to any reductions resulting from the scheduled expiration of the Commitments of Declining Lenders not offset by new or increased Commitments of Replacement Lenders or Extending Lenders pursuant to Section 2.16), or (iii) the issuance of such Letter of Credit would violate any legal or regulatory restriction then applicable to the Issuing Bank or any Lender as notified by the Issuing Bank or such Lender to the Administrative Agent before the date of issuance of such Letter of Credit. Letters of Credit and any increases and extensions thereof hereunder may be issued in face amounts of either Dollars, Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars or Kroner; provided further, that have expired or that have been drawn upon the Dollar Equivalent amount of the principal amount of outstanding Revolving Loans and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars and Kroner determined, with respect to support each such Revolving Loan or Letter of Credit, in accordance with Section 10.19 on the IAC Dividenddate such Revolving Loan is funded, continued or converted, or the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters date such Letter of Credit is issued, increased and extended, as applicable, shall be deemed to have been issued pursuant hereto, and from and after not exceed in the Funding Date shall be subject to and governed by aggregate the terms and conditions hereofForeign Currency Sublimit.

Letters of Credit. On and after At the Funding DateClosing, (x) each L/C Issuer, Buyer or Matrix shall deliver to the Holder Representative a Letter of Credit in reliance upon the commitments aggregate initial principal amount of $3,000,000 to secure payout of the Dollar Revolving Lenders set forth herein, agrees Deferred Portion of the Purchase Price and any interest and recoverable costs thereon (A) to issue Letters the "Letter of Credit"). The Letter of Credit denominated will be reduced from time to time to the extent that payments of Deferred Portion of the Purchase Price (including deemed payments by reasons of reductions for Damages as provided in Dollars or in one or more Alternative CurrenciesArticle 12 "Deferred Payments")) exceed $7,000,000. Until March 7, 2004, Buyer and Matrix shall have the right to substitute for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters a new Letter of Credit for (the account "Substitute LC") in the aggregate principal amount of members $7,500,000.00 to secure the payment of the Consolidated Group or BCV inures Deferred Portion of the Purchase Price and any interest and recoverable costs thereon. The Substitute LC would be reduced from time to time, (i) by the initial $1,000,000 installment of the Deferred Portion of the Purchase Price (including Deemed Payments thereof) and (ii) to the benefit extent that payments of Deferred Portion of the BorrowerPurchase Price paid (including Deemed Payments thereof), and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members exceed $2,500,000. Concurrently with delivery of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereofSubstitute LC, the “L/C Sublimit”), (B) with regard to Holder Representatives shall return the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters Letter of Credit to replace Letters Matrix for cancellation. In the event the Letter of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained hereinSubstitute LC or any Replacement LC (as defined below) expires prior to the earlier of March 7, no Letters 2008 or the drawing of the entire principal amount thereof, Buyer or Matrix shall deliver to the Holder Representative a replacement Letter of Credit at least ten (10) business days prior to such expiration (a "Replacement LC"). If a Replacement LC is not delivered when due, the Holder Representative may draw on the entire balance of the Letter of Credit, Substitute LC or any Replacement LC, as the case may be, and place the amount so drawn in a separate account to be used solely to support satisfy amounts payable as Deferred Portion of the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off Purchase Price or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, interest and from and after the Funding Date shall be subject to and governed by the terms and conditions hereofcosts thereon when due under this Agreement.

Letters of Credit. On (a) Subject to the terms and after the Funding Dateconditions set forth herein, (xi) each L/C IssuerIssuing Bank agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders set forth hereinin this §3, agrees (A) from time to time on any Business Day during the period from the Closing Date until the day that is ten (10) days prior to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, Currencies for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with §3.2 below, and (CB) to honor drawings under the Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of the Borrower and any drawings thereunder; provided that (Aw) at no time shall the Maximum Drawing Amount of all Letters of Credit outstanding exceed the Letter of Credit Sublimit or, if less, the Total Commitment, (x) at no time shall the sum of (1) the Outstanding Dollar Equivalent of the aggregate principal amount of all Revolving Credit Loans outstanding, plus (2) the aggregate principal amount of all Swing Line Loans outstanding, plus (3) the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Total Commitment then in effect, (y) except to the extent otherwise agreed by an Issuing Bank in its sole discretion and solely as to itself, at no time shall the sum of the Maximum Drawing Amount of L/C all Letters of Credit outstanding and issued by any Issuing Bank plus all Unreimbursed Amounts owing to such Issuing Bank exceed $250,000,000 in the aggregate, and (z) subject to §2.6 hereof, at no time shall the sum of (I) the Dollar Equivalent of the aggregate principal amount of all Revolving Credit Loans denominated in Alternative Currencies outstanding plus (II) the aggregate Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies and all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance deemed to be a representation by the Borrower that the issuance or amendment so requested complies with the provisions hereof, conditions set forth in the “L/C Sublimit”), (B) with regard proviso to the Dollar Revolving Lenders collectivelypreceding sentence. Within the foregoing limits, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or will expire or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after (a) During the Funding DateAvailability Period, (x) each L/C IssuerIssuing Bank, in reliance upon the commitments agreements of the Dollar Revolving other Lenders set forth hereinpursuant to subsections (d) and (e) of this Section, agrees (A) to issue Letters of Credit denominated may, in Dollars or in one or more Alternative Currenciesits sole discretion, for issue, at the account request of the Borrower (or for the account of any member of the Consolidated Group or BCVBorrower, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that on the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group terms and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereofconditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on the earlier of (A) the Outstanding Amount date one year after the date of L/C Obligations shall not exceed TWENTY MILLION DOLLARS issuance of such Letter of Credit ($20,000,000or, in the case of any renewal or extension thereof, one year after such renewal or extension) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), and (B) with regard the date that is five (5) Business Days prior to the Dollar Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount to be mutually agreed between the Borrower and the applicable Issuing Bank; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not would exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (Div) the Outstanding Amount Borrower shall not request, and no Issuing Bank shall have an obligation to issue, any Letter of L/C Obligations Credit the proceeds of which would be made available to any Person (AA) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (BB) in any manner that would result in a violation of any Sanctions by any party to this Agreement. The Borrower hereby acknowledges and agrees that the Existing Letters of Credit are deemed to be issued by Preferred Bank, as an Issuing Bank hereunder, for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s ability Pro Rata Share of the aggregate amount available to obtain be drawn under such Letter of Credit (i) on the Closing Date with respect to all Existing Letters of Credit shall be fully revolving, and accordingly (ii) on the Borrower may obtain date of issuance with respect to all other Letters of Credit to replace Letters Credit. Each issuance of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters a Letter of Credit shall be deemed to have been issued pursuant hereto, and from and after utilize the Funding Date shall be subject Revolving Commitment of each Lender by an amount equal to and governed by the terms and conditions hereofamount of such participation.

Letters of Credit. On and after the Funding Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Tranche A Revolving Credit Commitments may be utilized, upon the request of Borrower or PR Borrower’s ability , in addition to obtain the Tranche A Revolving Credit Loans provided for by Section 2.01(a), for standby and commercial documentary letters of credit (herein collectively referred to as "Letters of Credit") issued by the Issuing Lender for the account of Borrower, PR Borrower or any Subsidiary which is an Obligor (provided, that Borrower or PR Borrower shall be a co-applicant (and jointly and severally liable) with respect to each Letter of Credit issued for the account of any such Subsidiary); provided, however, that in no event shall (i) the aggregate amount of all Letter of Credit Liabilities, plus the aggregate principal amount of the Tranche A Revolving Credit Loans then outstanding, plus the aggregate principal amount of Swing Loans then outstanding exceed at any time the Tranche A Revolving Credit Commitments as in effect at such time, (ii) the sum of the aggregate principal amount of Tranche A Revolving Credit Loans then outstanding made by any Tranche A Revolving Credit Lender, plus such Lender's pro rata share (based on the Tranche A Revolving Credit Commitments) of the aggregate principal amount of Swing Loans then outstanding, plus such Lender's pro rata share (based on the Tranche A Revolving Credit Commitments) of the aggregate amount of all Letter of Credit Liabilities exceed such Lender's Tranche A Revolving Credit Commitment as in effect at such time, (iii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $75.0 million, (iv) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the Revolving Credit Commitment Termination Date and (y) the date twelve months following the date of such issuance for standby Letters of Credit shall be fully revolving, and accordingly or 180 days after the Borrower may obtain date of such issuance for commercial documentary Letters of Credit, unless the Majority Tranche A Revolving Credit Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to replace Letters of the Revolving Credit Commitment Termination Date); provided, however, that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters any standby Letter of Credit may be used automatically extendible for periods of up to support one year (but never beyond the IAC Dividendfifth Business Day preceding the Revolving Credit Commitment Termination Date) so long as such Letter of Credit provides that the Issuing Lender retains an option satisfactory to the Issuing Lender to terminate such Letter of Credit prior to each extension date, or (v) the Spin-OffIssuing Lender issue any Letter of Credit after it has received notice from Parent, any transaction contemplated by Borrower, PR Borrower or the Spin-Off Majority Tranche A Revolving Credit Lenders stating that a Default exists until such time as the Issuing Lender shall have received written notice of (x) rescission of such notice from the Majority Tranche A Revolving Credit Lenders, (y) waiver of such Default in accordance with the terms of this Agreement or contemplated by Section 8.12(z) Administrative Agent's good faith determination that such Default has ceased to exist. All Existing The following additional provisions shall apply to Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.Credit:

Letters of Credit. On (a) The Letter of Credit Commitment.(i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders set forth hereinin this Section 2.04, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Expiration Date or the termination of the Availability Period, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, Currencies at the request of the Borrower Agent for the account of the Company, any other Borrower (or, any Restricted Subsidiary or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of CreditUnrestricted Captive Insurance Subsidiary, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with subsection (b) below, and (C2) to honor drawings drafts under the Letters of Credit; and (yB) the Dollar Revolving Lenders severally agree to purchase from participate in Letters of Credit issued for the account of the Company, any other Borrower or, any Restricted Subsidiary or any Unrestricted Captive Insurance Subsidiary and any drawings thereunder; provided that the L/C Issuer a participation interest shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in Letters any Letter of Credit, if as of the date of such L/C Credit issued hereunder in an amount equal to Extension, (A) the Total Outstandings would exceed the Aggregate Commitments, (B) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Dollar Revolving Lender’s Dollar Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Commitment Percentage thereof; provided that Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Credit Commitment, and (AC) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with deemed to be a representation by the provisions hereof, Borrower Agent that the “L/C Sublimit”), (B) Credit Extension so requested complies with regard the conditions set forth in the proviso to the Dollar Revolving Lenders collectivelypreceding sentence. Within the foregoing limits, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Closing Date shall be subject to and governed by the terms and conditions hereof.. (ii) The L/C Issuer shall not issue any Letter of Credit, if: (A) subject to Section 2.04(b)(iii), the expiry date of such requested Letter of Credit would occur (i) as to standby Letters of Credit, more than twelve months after the date of issuance or last renewal, and (ii) as to commercial Letters of Credit, later than the earlier of (1) 270 days after the date of issuance thereof and (2) 60 days before the Letter of Credit Expiration Date, unless in each case the Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the L/C Issuer have approved such expiry date; 49 #500021837_v16

Letters of Credit. On and after the Funding Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Revolving Credit Commitments may be utilized, upon the request of Borrower’s ability , in addition to obtain the Revolving Credit Loans provided for by Section 2.01(a), for standby and commercial documentary letters of credit (herein collectively called "LETTERS OF CREDIT") issued by the Issuing Lender for the account of Borrower or any Subsidiary which is an Obligor (PROVIDED, that Borrower shall be a co-applicant (and jointly and severally liable) with respect to each Letter of Credit issued for the account of any such Subsidiary); PROVIDED, HOWEVER, that in no event shall (i) the aggregate amount of all Letter of Credit Liabilities, PLUS the aggregate principal amount of the Revolving Credit Loans then outstanding, PLUS the aggregate principal amount of Swing Loans then outstanding exceed at any time the Revolving Credit Commitments as in effect at such time, (ii) the sum of the aggregate principal amount of Revolving Credit Loans then outstanding made by any Revolving Credit Lender, PLUS such Lender's PRO RATA share (based on the Revolving Credit Commitments) of the aggregate principal amount of Swing Loans then outstanding), PLUS such Lender's PRO RATA share (based on the Revolving Credit Commitments) of the aggregate amount of all Letter of Credit Liabilities exceed such Lender's Revolving Credit Commitment as in effect at such time, (iii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $5.0 million, (iv) the face amount of any Letter of Credit be less than $10,000, (v) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the Revolving Credit Commitment Termination Date and (y) the date twelve months following the date of such issuance for standby Letters of Credit shall be fully revolving, and accordingly or 180 days after the Borrower may obtain date of such issuance for commercial documentary Letters of Credit, unless the Majority Revolving Credit Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to replace Letters of the Revolving Credit Commitment Termination Date); PROVIDED, HOWEVER, that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters any standby Letter of Credit may be used automatically extendible for periods of up to support one year (but never beyond the IAC Dividendfifth Business Day preceding the Revolving Credit Commitment Termination Date) so long as such Letter of Credit provides that the Issuing Lender retains an option satisfactory to the Issuing Lender to terminate such Letter of Credit prior to each extension date, unless the Spin-OffMajority Revolving Credit Lenders have approved such expiry date in writing, or (vi) the Issuing Lender issue any transaction contemplated by Letter of Credit after it has received notice from Borrower or the Spin-Off Majority Revolving Credit Lenders stating that a Default exists until such time as the Issuing Lender shall have received written notice of (x) rescission of such notice from the Majority Revolving Credit Lenders, (y) waiver of such Default in accordance with this Agreement or contemplated by Section 8.12(z) the Administrative Agent's good faith determination that such Default has ceased to exist. All Existing The following additional provisions shall apply to Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.Credit:

Letters of Credit. On the terms and after the Funding Dateconditions hereinafter set forth, (xi) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, Issuing Lender hereby agrees (A) from time to time on any Business Day during the period from the Amendment Closing Date to the Revolving Expiry Date to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the BorrowerBorrower in accordance with Section 3.02(a), and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend renew Letters of Credit previously issued hereunderby it, in accordance with subsections 3.02(c) and 3.02(d), in an aggregate amount not to exceed at any time $5,000,000 (the “L/C Commitment”), and (CB) to honor drawings drafts under the Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder for the account of the Borrower; provided, that the Issuing Lender shall not be obligated to issue any Letter of Credit if (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans plus the Effective Amount of all Swingline Loans shall exceed the aggregate Revolving Commitments, (2) the participation of any Lender in an amount equal to the Effective Amount of all L/C Obligations plus the participation of such Dollar Lender in the Effective Amount of all Swingline Loans plus the Effective Amount of the Revolving Loans of such Lender shall exceed such Lender’s Dollar Revolving Commitment Percentage thereof; provided that Commitment, (A3) the Outstanding Effective Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), Commitment or (B4) with regard to the Dollar Revolving Lenders collectively, the Outstanding Effective Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of all L/C Obligations for plus the account Effective Amount of BCV all Revolving Loans plus the Effective Amount of all Swingline Loans shall not exceed $3,500,000the Borrowing Base then in effect. Subject Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly and, accordingly, the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that which have expired or that which have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after the Funding Closing Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCVGroup, but in such case case, the Borrower will remain obligated to reimburse the such L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, Borrower and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCVGroup) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, hereunder and (C) to honor drawings under Letters of Credit; and (y) the Dollar each Revolving Lenders Lender severally agree agrees to purchase from the such L/C Issuer a participation interest in Letters each Letter of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage Lendxx’x Pro Rata Share thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) 5.0 million (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar such Lendxx’x Revolving Committed Amount Commitment, and (D) the Outstanding Amount no L/C Issuer shall be required to (but, in its sole discretion, any L/C Issuer may) issue, amend, extend or increase any Letter of Credit if, after giving effect thereto, there would be L/C Obligations for the account arising from Letters of BCV shall not exceed $3,500,000Credit issued by such L/C Issuer in excess of its L/C Commitment. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after the Funding Amendment No. 23 Effective Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Parent Borrower (or for the account of any member of the Consolidated Group or BCVGroup, but in such case the Parent Borrower will remain obligated to reimburse the such L/C Issuer for any and all drawings under such Letter of Credit, and the Parent Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’’s business derives substantial benefits from the business of such members of the Consolidated Group and BCVGroup) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar each L/C Revolving Lenders Lender severally agree agrees to purchase from the such L/C Issuer a participation interest in Letters each Letter of Credit issued hereunder in an amount equal to the Dollar Equivalent of such Dollar L/C Revolving Lender’’s Dollar Revolving L/C Commitment Percentage thereofthereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, the purchase of such participation will also occur on each Revaluation Date); provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY ONE HUNDRED FIFTY MILLION DOLLARS ($20,000,000150.0 MILLION) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (C) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’’s Aggregate Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Aggregate Revolving Committed Amount, (E) the Outstanding Amount of all Dollar Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Dollar Revolving Committed Amount, (CF) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage the Outstanding Amount of Dollar all Limited Currency Revolving Obligations shall not exceed its respective the Dollar Equivalent of the Aggregate Limited Currency Revolving Committed Amount and Amount, (DG) the Outstanding Amount of all Alternative Currency L/C Obligations for the account of BCV shall not exceed $3,500,000the Alternative Currency L/C Sublimit, (H) the L/C Obligations do not exceed the L/C Committed Amount, and (I) no L/C Issuer shall be required to (but, in its sole discretion, may) issue, amend, extend or increase any Letter of Credit, if after giving effect thereto, there would be L/C Obligations arising from Letters of Credit issued by such L/C Issuer in excess of its Letter of Credit Cap (provided that this clause (I) shall not be construed to invalidate any L/C Obligations of any L/C Issuer in place as of the Amendment No. 3 Effective Date). Subject to the terms and conditions hereof, the Parent Borrower’’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders set forth hereinin this Section 2.04, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Expiration Date or the termination of the Availability Period, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, Currencies at the request of the Borrower Agent for the account of the Company, any other Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any Restricted Subsidiary and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with subsection (b) below, and (C2) to honor drawings drafts under the Letters of Credit; and (yB) the Dollar Revolving Lenders severally agree to purchase from participate in Letters of Credit issued for the account of the Company, any other Borrower or any Restricted Subsidiary and any drawings thereunder; provided that the L/C Issuer a participation interest shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in Letters any Letter of Credit, if as of the date of such L/C Credit issued hereunder in an amount equal to Extension, (A) the Total Outstandings would exceed the Aggregate Commitments, (B) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Dollar Revolving Lender’s Dollar Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Commitment Percentage thereof; provided that Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Credit Commitment, and (AC) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with deemed to be a representation by the provisions hereof, Borrower Agent that the “L/C Sublimit”), (B) Credit Extension so requested complies with regard the conditions set forth in the proviso to the Dollar Revolving Lenders collectivelypreceding sentence. Within the foregoing limits, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Closing Date shall be subject to and governed by the terms and conditions hereof.. (ii) The L/C Issuer shall not issue any Letter of Credit, if: (A) subject to Section 2.04(b)(iii), the expiry date of such requested Letter of Credit would occur (i) as to standby Letters of Credit, more than twelve months after the date of issuance or last renewal, and (ii) as to commercial Letters of Credit, later than the earlier of (1) 270 days after the date of issuance thereof and (2) 60 days before the Letter of Credit Expiration Date, unless in each case the Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the L/C Issuer have approved such expiry date; 49 119482860_14 #193013499_v7

Letters of Credit. On and after During the Funding DateCommitment Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, Issuer agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, Currencies for the account of the Borrower (or for the account any of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) its Restricted Subsidiaries on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (yii) the Dollar Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Credit Lender’s Dollar Revolving Aggregate Commitment Percentage thereof; provided that (Ax) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) 50,000,000 (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (By) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Credit Obligations shall not exceed the Aggregate Dollar Revolving Credit Committed Amount, and (Cz) with regard to each Dollar Revolving Credit Lender individually, such Dollar Revolving Credit Lender’s Dollar Revolving Aggregate Commitment Percentage of Dollar the Outstanding Amount of Revolving Credit Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Credit Commitment. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, hereunder and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after (a) During the Funding DateExtended Availability Period, (x) each L/C IssuerUS Issuing Bank, in reliance upon the commitments agreements of the Dollar Revolving Extended US Lenders set forth hereinpursuant to Section 2.5(d), agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currenciesissue, for at the account request of the Borrower (or for the account of any member of the Consolidated Group or BCVRepresentative, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of US Letters of Credit for the account of members any Loan Party (excluding the Canadian Borrowers) on the terms and conditions hereinafter set forth; provided, that each US Letter of Credit shall expire on the Consolidated Group or BCV inures date that is two (2) Business Days prior to the benefit Extended Commitment Termination Date; and (ii) the US Borrowers may not request any US Letter of Credit, if, after giving effect to such issuance (A) the Borrower, and aggregate US LC Exposure would exceed the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, US LC Commitment or (B) to amend or extend Letters the aggregate Extended US Revolving Credit Exposure of Credit previously issued hereunderall Extended US Lenders would exceed the Aggregate Extended US Commitment Amount. Upon the issuance of each US Letter of Credit, each Extended US Lender shall be deemed to, and (C) to honor drawings under Letters of Credit; hereby irrevocably and (y) the Dollar Revolving Lenders severally agree to unconditionally agrees to, purchase from the L/C Issuer relevant US Issuing Bank without recourse a participation interest in Letters such US Letter of Credit issued hereunder in equal to such Extended US Lender’s Pro Rata Share of the aggregate amount available to be drawn under such US Letter of Credit. Each issuance of a US Letter of Credit shall be deemed to utilize the Extended US Revolving Commitment of each Extended US Lender by an amount equal to the amount of such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) participation. As of the Outstanding Amount Restatement Date, each of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing US Letters of Credit shall be deemed to have been issued under the Extended US Revolving Commitments pursuant heretoto this Section, each Extended US Lender is deemed to have purchased a participation in all Existing US Letters of Credit in accordance with this Section 2.5, and from and after the Funding Date no Non-Extended US Lender shall be subject to and governed by the terms and conditions hereofhave any participation in such Existing US Letters of Credit.

Letters of Credit. On and after the Funding Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Revolving Credit Commitments may be utilized, upon the request of Borrower’s ability , in addition to obtain the Revolving Credit Loans provided for by Section 2.01(a), for standby and commercial documentary letters of credit (herein collectively called "Letters of Credit") issued by the Issuing Lender for the account of Borrower or any Subsidiary which is an Obligor (provided, that Borrower shall be a co-applicant (and jointly and severally liable) with respect to each Letter of Credit issued for the account of any such Subsidiary); provided, however, that in no event shall (i) the aggregate amount of all Letter of Credit Liabilities, plus the aggregate principal amount of the Revolving Credit Loans then outstanding, plus the aggregate principal amount of Swing Loans then outstanding exceed at any time the Revolving Credit Commitments as in effect at such time, (ii) the sum of the aggregate principal amount of Revolving Credit Loans then outstanding made by any Revolving Credit Lender, plus such Lender's pro rata share (based on the Revolving Credit Commitments) of the aggregate principal amount of Swing Loans then outstanding, plus such Lender's pro rata share (based on the Revolving Credit Commitments) of the aggregate amount of all Letter of Credit Liabilities exceed such Lender's Revolving Credit Commitment as in effect at such time, (iii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $25.0 million, (iv) the face amount of any Letter of Credit be less than $500,000, (v) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the Revolving Credit Commitment Termination Date and (y) the date twelve months following the date of such issuance for standby Letters of Credit shall be fully revolving, and accordingly or 180 days after the Borrower may obtain date of such issuance for commercial documentary Letters of Credit, unless the Majority Revolving Credit Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to replace Letters of the Revolving Credit Commitment Termination Date); provided, however, that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters any standby Letter of Credit may be used automatically extendible for periods of up to support one year (but never beyond the IAC Dividendfifth Business Day preceding the Revolving Credit Commitment Termination Date) so long as such Letter of Credit provides that the Issuing Lender retains an option satisfactory to the Issuing Lender to terminate such Letter of Credit prior to each extension date, unless all of the Spin-OffRevolving Credit Lenders have approved such expiry date in writing, or (vi) the Issuing Lender issue any transaction contemplated by Letter of Credit after it has received notice from Borrower or the Spin-Off Majority Revolving Credit Lenders stating that a Default exists until such time as the Issuing Lender shall have received written notice of (x) rescission of such notice from the Majority Revolving Credit Lenders, (y) waiver of such Default in accordance with this Agreement or contemplated by Section 8.12(z) Administrative Agent's good faith determination that such Default has ceased to exist. All Existing The following additional provisions shall apply to Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.Credit:

Letters of Credit. On and after During the Funding DateAvailability Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend renew Letters of Credit previously issued hereunder, and (C) to honor drawings drafts under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage 's Pro Rata Share thereof; provided that (A) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed TWENTY FIFTEEN MILLION DOLLARS ($20,000,00015,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “"L/C Sublimit”"; the L/C Sublimit is part of, and not in addition to the Aggregate Revolving Commitments), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount aggregate principal amount of Dollar Revolving Obligations Total Outstandings shall not exceed the Aggregate Dollar Revolving Committed Amount, and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage 's Pro Rata Share of Dollar Revolving Obligations Total Outstandings shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Amount. Subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, hereunder and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions expressly set forth herein, (xA) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar other Revolving Credit Lenders set forth hereinin this ‎Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Funding Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Alternative Currencies, an Available Currency for the account of the Borrower (or provided that any Letter of Credit may be for the account benefit of any member Subsidiary of the Consolidated Group or BCV, but in such case Borrower so long as the Borrower will remain obligated is a co-applicant with respect to reimburse such Letter of Credit) and to amend or renew Letters of Credit previously issued by it, in accordance with ‎Section 2.03(b), and (2) to honor drafts under the Letters of Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this ‎Section 2.03; provided that no L/C Issuer for shall be obligated to make any and all drawings under such L/C Credit Extension with respect to any Letter of Credit, and the Borrower acknowledges that the issuance of Letters no Lender shall be obligated to participate in any Letter of Credit for the account of members if as of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business date of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit issued hereunder in an amount equal to Lender would exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment Percentage thereof; provided that or (Ay) the Outstanding Amount of the L/C Obligations shall not would exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereofLetter of Credit Sublimit; provided, further, that notwithstanding anything herein to the “contrary, no L/C Sublimit”Issuer shall have any obligation to issue trade Letters of Credit without its consent (including pursuant to a separate agreement with the Borrower). Within the foregoing limits, (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired expired, terminated or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) The Letter of Credit Commitment. (2) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar other Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group Revolving Credit Borrower (or BCV, but in such case the any other Borrower will remain obligated to reimburse the L/C Issuer for any or Restricted Subsidiary so long as a Revolving Credit Borrower is a joint and all drawings under such Letter of Creditseveral co-applicant, and the references to a “Borrower” in this Section 2.03 shall be deemed to include reference to such other Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, Restricted Subsidiary) and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend renew Letters of Credit previously issued hereunderby it, in accordance with Section 2.03(b), and (C2) to honor drawings drafts under the Letters of Credit; and (yB) the Dollar Revolving Credit Lenders severally agree to purchase from participate in Letters of Credit issued for the account of any Revolving Credit Borrower; provided that the L/C Issuer a participation interest shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in Letters any Letter of Credit issued hereunder in an amount equal to if, as of the date of such Dollar L/C Credit Extension, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Dollar Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, would exceed such Lender’s Revolving Credit Commitment Percentage thereof; provided that or (Ay) the Outstanding Amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not would exceed the Aggregate Dollar Revolving Committed AmountLetter of Credit Sublimit. Within the foregoing limits, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the each Revolving Credit Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each Revolving Credit Borrower may, during the Borrower may foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group Borrower or BCV inures to the benefit of the Borrowerits Subsidiaries, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with Section 2.03(b), and (C2) to honor drawings under the Letters of Credit; and (yB) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ax) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be decreased in accordance with deemed to be a representation by the provisions hereof, Borrower that the “L/C Sublimit”), (B) Credit Extension so requested complies with regard the conditions set forth in the proviso to the Dollar Revolving Lenders collectivelypreceding sentence. Within the foregoing limits, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On Subject to the terms and after the Funding Dateconditions set forth herein, (xi) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar other Revolving Lenders set forth hereinin this Section 2.05, agrees (A) from time to time on any Business Day during the period after the Closing Date until the Letter of Credit Expiration Date, to issue standby Letters of Credit denominated in Dollars for the account, and upon the request, of the Borrower (or in one or more Alternative Currencies, jointly for the account of the Borrower (or for the account and any of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Creditits Subsidiaries), and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with clause (c) below and (CB) to honor drawings under its Letters of Credit; , and (yii) the Dollar each Revolving Lenders Lender severally agree agrees to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder for the account of the Borrower or any of its Subsidiaries and any drawing thereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereofaccordance with the provisions of clause (e) below; provided that that, immediately after each Letter of Credit is issued, (Ai) the Outstanding Amount aggregate amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (Bii) the aggregate amount of the L/C Obligations with regard respect to all Letters of Credit issued by such L/C Issuer shall not exceed its L/C Issuer Sublimit, (iii) the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations Outstandings shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (Div) with respect to each individual Revolving Lender, the Outstanding Amount aggregate outstanding principal amount of such Revolving Lender’s Revolving Loans plus its Participation Interests in outstanding L/C Obligations for plus its (other than the account of BCV Swing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed $3,500,000such Revolving Lender’s Revolving Commitment Percentage of the Revolving Committed Amount. Subject Each request by the Borrower or any of its Subsidiaries for the issuance or increase in the stated amount of a Letter of Credit shall be deemed to be a representation by the Borrower or such Subsidiary that the issuance or increase in the stated amount of such Letter of Credit complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after During the Funding DateRevolving Commitment Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, Currencies for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend renew Letters of Credit previously issued hereunder, and (C) to honor drawings drafts under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS (an amount equal to $20,000,000) (as such amount may be decreased in accordance with the provisions hereof25,000,000, the “L/C SublimitCommitted Amount”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount aggregate principal amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Amount. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.45

Letters of Credit. On and after (a) During the Funding DateAvailability Period, (x) each L/C IssuerIssuing Bank, in reliance upon the commitments agreements of the Dollar other Revolving Lenders set forth hereinpursuant to subsections (d) and (e) of this Section, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currenciesshall issue, for at the account request of the Borrower (or for the account of any member of the Consolidated Group or BCVBorrower, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that on the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group terms and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereofconditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on the earlier of (A) the Outstanding Amount date one year after the date of L/C Obligations shall not exceed TWENTY MILLION DOLLARS issuance of such Letter of Credit ($20,000,000) or, in the case of any renewal or extension thereof (as such amount which may be decreased in accordance with the provisions hereof, the “L/C Sublimit”an automatically renewing or extending Letter of Credit), one year after such renewal or extension) and (B) with regard the date that is five (5) Business Days prior to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar latest Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and Termination Date; (Dii) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters each Letter of Credit shall be fully revolving, in a stated amount of at least $50,000; and accordingly (iii) the Borrower may obtain Letters not request any Letter of Credit if, after giving effect to replace Letters such issuance, (A) the aggregate LC Exposure would exceed the LC US-DOCS\51545218.9 Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Lender with a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in each Letter of Credit that have expired or that have been equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters under such Letter of Credit may be used to support on the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12date of issuance. All Existing Letters Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. If the Maturity Date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit (such maturity date, the “Earlier LC Maturity Date”), then (i) on such Earlier LC Maturity Date, if one or more other tranches of Revolving Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant heretoto this Section) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Commitments shall have no effect upon (and from and after shall not diminish) the Funding Date shall be subject to and governed by percentage participations of the terms and conditions hereofRevolving Lenders in any Letter of Credit issued before such Maturity Date.

Letters of Credit. On (a) Subject to and upon the terms and conditions herein set forth, the Borrowers may request that any Issuing Lender issue, at any time and from time to time on and after the Funding Effective Date and prior to the Maturity Date, for the joint and several account of the Borrowers and for the benefit of (x) each any holder (or any trustee, agent or other similar representative for any such holders) of L/C IssuerSupportable Obligations of the Borrowers or any of their respective Subsidiaries, an irrevocable standby letter of credit, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars a form customarily used by such Issuing Lender or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under other form as has been approved by such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; Issuing Lender and (y) sellers of goods to the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer Borrowers or any of their respective Subsidiaries, an irrevocable trade letter of credit, in a participation interest form customarily used by such Issuing Lender or in Letters such other form as has been approved by such Issuing Lender (each such letter of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount credit, a “Letter of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereofCredit” and, collectively, the “L/C SublimitLetters of Credit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain All Letters of Credit shall be fully revolvingdenominated in Dollars or an Alternate Currency and shall be issued on a sight basis only; provided, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained hereinhowever, no trade Letters of Credit may also be used issued on an acceptance basis providing for drafts thereunder to support be drawn on the IAC Dividendrelevant Issuing Lender for any period of no less than 30 days and no more than six months sight, by which a bankers’ acceptance will be created. It is hereby acknowledged and agreed that each of the letters of credit (and any bankers’ acceptances created thereunder) which were issued under the Existing Credit Agreement prior to the Effective Date and which remain outstanding on the Effective Date (in the case of such letters of credit, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All “Existing Letters of Credit shall be deemed to have been issued pursuant heretoCredit” and, and in the case of such bankers’ acceptances, the “Existing Acceptances”) shall, from and after the Funding Effective Date, constitute a “Letter of Credit” or an “Acceptance”, as the case may be, for purposes of this Agreement. Each (x) Existing Letter of Credit and the Stated Amount and Expiration Date shall be subject to thereof, together with the account party and governed by beneficiary thereunder, and (y) Existing Acceptance, and the terms Stated Amount and conditions hereofExpiration Date thereof, is set forth on Schedule III.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Multicurrency Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue standby and commercial Letters of Credit denominated in Dollars or in one or more Alternative Currencies, Currencies for the account of the Borrower (or for the account of provided, that any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit may be for the account of members of the Consolidated Group or BCV inures to the benefit of any Subsidiary of the Borrower, ) and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend (including without limitation by extension) Letters of Credit previously issued hereunderby it, in accordance with Section 2.03(b), and (C2) to honor drawings under the Letters of Credit; and (yB) the Dollar Multicurrency Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal pursuant to this Section 2.03 and any drawings thereunder; provided that, as of the date of any L/C Credit Extension, immediately after giving effect to any such Dollar L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Credit Lender, plus such Multicurrency Revolving Credit Lender’s Dollar Applicable Revolving Commitment Credit Percentage thereof; provided that of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Multicurrency Revolving Credit Lender’s Multicurrency Revolving Credit Commitment, (Ay) the Outstanding Amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS the Letter of Credit Sublimit and ($20,000,000z) (as such amount may be decreased the Total Revolving Credit Outstandings denominated in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations Alternative Currencies shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard Alternative Currency Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) be a representation by the Outstanding Amount of Borrower that the L/C Obligations for Credit Extension so requested complies with the account of BCV shall not exceed $3,500,000conditions set forth in the proviso to the preceding sentence. Subject Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (a) The Letter of Credit Commitment. ----------------------------------- (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving other Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period ------------- from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the any Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend renew Letters of Credit previously issued hereunderby it, in accordance with Section 2.03(b), and (C2) --------------- to honor drawings drafts under the Letters of Credit; and (yB) the Dollar Revolving Credit Lenders severally agree to purchase from participate in Letters of Credit issued for the account of any Borrower; provided that the L/C Issuer a participation interest shall not be obligated to -------- make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Outstandings would exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C ---- Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all ---- Swing Line Loans would exceed such Lender's Revolving Credit Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided further that upon the resignation of Bank of America as L/C ----------------- Issuer, Bank of America shall have no obligation hereunder to issue any new Letter of Credit or to extend or renew any existing Letter of Credit under this Agreement, and all Letters of Credit issued by Bank of America for the account of any Borrower hereunder shall either be replaced or, if acceptable to Bank of America in its sole discretion, backstopped with Letters of Credit issued hereunder in an amount equal to or fully cash collateralized no later than thirty (30) days following such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) resignation. Within the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereofforegoing limits, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the each Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the Borrower may foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Closing Date shall be subject to and governed by the terms and conditions hereof.. (ii) The L/C Issuer shall be under no 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 L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it; (B) subject to Section 2.03(b)(ixx), xxx expiry date of such requested --------------------- Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (E) such Letter of Credit is to be denominated in a currency other than Dollars or a Committed Currency. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal ------------------------------------------------------------------------ Letters of Credit. ------------------- (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the relevant Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least three Business Days (or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender's Pro Rata Share times the amount of such Letter of Credit. (iii) If a Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an "Auto-Renewal Letter of Credit"); provided that any such Auto-Renewal Letter of -------- Credit must permit the L/C Issuer to prevent any such renewal 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 "Nonrenewal 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 L/C Issuer, the applicable Borrower shall not be required to make a specific request to the L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such renewal if (A) -------- ------- the L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has ------------------- received notice (which may be by telephone or in writing) on or before the day that is three Business Days before the Nonrenewal Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such renewal or (2) from the Administrative Agent, any Revolving Credit Lender or any Borrower that one or more of the applicable conditions specified in Section 4.02 ------------ is not then satisfied. (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. (c)

Letters of Credit. On Each payment of LC Obligations shall be allocated to each Domestic Revolving Lender or each Credit-Linked LC Lender, as the case may be, pro-rata in accordance with its Domestic Revolving Commitment Percentage or Credit-Linked LC Commitment Percentage, respectively; provided that, if any Domestic Revolving Lender shall have failed to pay its applicable pro-rata share of any Revolving LC Disbursement as required pursuant to Section 2.05(j), then any amount to which such Domestic Revolving Lender would otherwise be entitled pursuant to this subsection (b) shall instead be payable to the Issuing Lender; provided, further, that in the event any amount paid to any Domestic Revolving Lender or Credit-Linked LC Lender pursuant to this subsection (b) is rescinded or must otherwise be returned by the Issuing Lender, each Domestic Revolving Lender and after Credit-Linked LC Lender, as the Funding Datecase may be, (x) each L/C Issuershall, in reliance upon the commitments request of the Dollar Revolving Lenders set forth hereinIssuing Lender, agrees (A) repay to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, the Administrative Agent for the account of the Borrower (Issuing Lender the amount so paid to such Domestic Revolving Lender or Credit-Linked LC Lender, with interest for the account of any member of period commencing on the Consolidated Group or BCVdate such payment is returned by the Issuing Lender until the date the Issuing Lender receives such repayment at a rate per annum equal to, during the period to but in excluding the date two Business Days after such case request, the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of CreditFederal Funds Rate, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereofthereafter, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereofBase Rate plus 2.00% per annum.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group Borrower or BCV inures to the benefit of the Borrowerits Domestic Subsidiaries (other than Inactive Subsidiaries), and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with Section 2.03(b), and (C2) to honor drawings under the Letters of Credit; and (yB) the Dollar Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of the Borrower or its Domestic Subsidiaries (other than Inactive Subsidiaries) and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ax) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be decreased in accordance with deemed to be a representation by the provisions hereof, Borrower that the “L/C Sublimit”), (B) Credit Extension so requested complies with regard the conditions set forth in the proviso to the Dollar Revolving Lenders collectivelypreceding sentence. Within the foregoing limits, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Restatement Effective Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after the Funding Amendment No. 6 Effective Date, (x) each L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Parent Borrower (or for the account of any member of the Consolidated Group or BCVGroup, but in such case the Parent Borrower will remain obligated to reimburse the such L/C Issuer for any and all drawings under such Letter of Credit, and the Parent Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCVGroup) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar each L/C Revolving Lenders Lender severally agree agrees to purchase from the such L/C Issuer a participation interest in Letters each Letter of Credit issued hereunder in an amount equal to the Dollar Equivalent of such Dollar L/C Revolving Lender’s Dollar Revolving L/C Commitment Percentage thereofthereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, the purchase of such participation will also occur on each Revaluation Date); provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY ONE HUNDRED FIFTY MILLION DOLLARS ($20,000,000150 MILLION) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving all Alternative Currency L/C Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of Alternative Currency L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.C

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each the L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Credit Lenders set forth hereinin this Section 2.03, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group Borrower or BCV inures to the benefit of the Borrowerits Subsidiaries, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with Section 2.03(b), and (C2) to honor drawings under the Letters of Credit; and (yB) the Dollar Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Ax) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may the Letter of Credit Sublimit. Each request by the Borrower for the issuance, extension, renewal or amendment of a Letter of Credit shall be decreased in accordance with deemed to be a representation by the provisions hereof, Borrower that the “L/C Sublimit”), (B) Credit Extension so requested complies with regard the conditions set forth in the proviso to the Dollar Revolving Lenders collectivelypreceding sentence. Within the foregoing limits, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters All of Credit may be used to support the IAC Dividend, letters of credit listed on Schedule 2.03 (the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All “Existing Letters of Credit Credit”) shall be deemed to have been issued pursuant hereto, and from and after the Funding Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On and after During the Funding DateCommitment Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, agrees (A) to issue Letters of Credit denominated for the account of the Borrower or any member of the Consolidated Group in Dollars or in one or more Alternative Currencies, for the account of the Borrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) Currencies on any Business Day, (B) to amend or extend renew Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (yii) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY SEVENTY-FIVE MILLION DOLLARS ($20,000,00075,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Amount. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. On (i) Subject to the terms and after conditions set forth herein, (A) on the Funding Closing Date, each Existing Letter of Credit shall remain outstanding, in accordance with its terms, and shall constitute a Letter of Credit hereunder; (xB) each L/C IssuerLC Issuing Bank agrees, in reliance upon the commitments agreements of the Dollar Revolving Lenders set forth hereinin this Section 2.3, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, Canadian Dollars (subject to the limitations set forth below) for the account of the US Borrower (or for the account of any member of the Consolidated Group or BCV, but its Affiliates in an aggregate stated amount not to exceed such case the Borrower will remain obligated to reimburse the L/C Issuer for any LC Issuing Bank’s “Revolving Loan and all drawings under such Letter of CreditCredit Commitment” set forth on Appendix A, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with Section 2.3(b) below and the applicable LC Issuing Banks shall continue any Existing Letters of Credit, and (C2) to honor drawings under the Letters of Credit; and (yC) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of US Borrower or its Affiliates and any drawings thereunder; provided that, in the case of clause (B)(1) above, after giving effect to any Credit Extension with respect to any Letter of Credit, (w) solely with respect to Letters of Credit issued in support of obligations of Affiliates of the US Borrower that are not Credit Parties or Restricted Subsidiaries, the requirements of Section 6.4(c) shall have been satisfied as of the date of such issuance, (Ax) the Outstanding Amount Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (y) the L/C Obligations shall not exceed TWENTY MILLION DOLLARS the L/C Sublimit then in effect and ($20,000,000z) prior to (as or concurrent with) the issuance of any Canadian Dollar Denominated Letter of Credit, US Borrower shall establish the L/C Currency Reserve by posting Cash Collateral with the Administrative Agent either in Canadian Dollars or Canadian Dollar Equivalent of such amount in Dollars equal to five percent (5%) of the stated amount in Canadian Dollars of each Canadian Dollar Denominated Letter of Credit. US Borrower may use the proceeds of a Revolving Loan for purposes of posting such Cash Collateral; provided that the amount of Cash Collateral so required to be decreased deposited in accordance with the provisions hereof, L/C Currency Reserve pursuant to clause (z) shall be reduced by the “excess undrawn availability (if any) under the Revolving Commitment (and subject further to the L/C Sublimit”) to the extent that such availability is in excess of five percent (5%) of the Dollar Equivalent of the stated value of all Canadian Dollar Denominated Letters of Credit. The L/C Currency Reserve requirement shall be adjusted on each Revaluation Date and additional reserves shall be contributed (to the extent that Revolving Commitments (subject to the L/C Sublimit) are not then available) or existing Cash Collateral shall be returned, in either case, to the extent of any excess or shortfall based on the Dollar Equivalent of the stated amount of Canadian Dollar Denominated Letters of Credit then in effect. Each request by US Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by US Borrower that the Credit Extension so requested complies with the conditions set forth in clauses (x), (By) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (Dz) above. Within the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject foregoing limits, and subject to the terms and conditions hereof, the US Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly US Borrower may, during the Borrower may foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters Canada Borrower may not apply for or otherwise take any action which would result in the issuance of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters a Letter of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereofCredit.

Letters of Credit. On (a) The Letter of Credit Commitment. (i) Subject to the terms and after the Funding Dateconditions set forth herein, (xA) each L/C IssuerIssuer agrees, in reliance upon the commitments agreements of the Dollar Revolving Credit Lenders set forth hereinin this Section 2.04, agrees (A1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies applicable to such L/C Issuer (provided that in no event shall there be, at any time, more than four (4) L/C Issuers that issue Letters of Credit in Alternative Currencies, ) for the account of the Borrower (Company or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Creditits Subsidiaries, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunderby it, in accordance with subsection (b) below, and (C2) to honor drawings under the Letters of Credit; and (yB) the Dollar Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest participate in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereoffor the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (Av) the Outstanding Amount aggregate amount of the outstanding Letters of Credit issued by the applicable L/C Issuer shall not exceed its L/C Commitment, (w) the aggregate L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Letter of Credit Sublimit”), (Bx) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed its Revolving Credit Commitment, (y) the aggregate Revolving Credit Exposure with regard respect to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations Credit Extensions denominated in Alternative Currencies shall not exceed the Aggregate Dollar Alternative Currency Sublimit and (z) the total Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations Credit Exposures shall not exceed its respective Dollar the total Revolving Committed Amount and (D) Credit Commitments. Each request by the Outstanding Amount of L/C Obligations Company for the account issuance or amendment of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters a Letter of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.a

Letters of Credit. On and after During the Funding DateCommitment Period, (xi) each the L/C Issuer, in reliance upon the commitments of the Dollar Revolving Lenders set forth herein, Issuer agrees (A) to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies, Currencies for the account of the Borrower (or for the account any of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) its Restricted Subsidiaries on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (yii) the Dollar Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Credit Lender’s Dollar Revolving Aggregate Commitment Percentage thereof; provided that (Ax) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) 25,000,000 (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (By) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Credit Obligations shall not exceed the Aggregate Dollar Revolving Credit Committed Amount, and (Cz) with regard to each Dollar Revolving Credit Lender individually, such Dollar Revolving Credit Lender’s Dollar Revolving Aggregate Commitment Percentage of Dollar the Outstanding Amount of Revolving Credit Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000Credit Commitment. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, hereunder and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.. (d)