LendingTree, Inc.

LENDINGTREE, INC.

FORM 10-K
(Annual Report)

Filed 02/26/18 for the Period Ending 12/31/17

Address

Telephone
CIK
Symbol
SIC Code

11115 RUSHMORE DRIVE
CHARLOTTE, NC, 28277
704-943-8942
0001434621
TREE
6163 - Loan Brokers

Industry Consumer Lending

Sector
Fiscal Year

Financials
12/31

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Table of Contents
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549__________________________________________________FORM 10-K__________________________________________________(Mark One)

ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the Fiscal Year Ended December 31, 2017oro
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from                                  to                                 Commission File No. 001-34063__________________________________________________LendingTree, Inc.(Exact
name
of
Registrant
as
specified
in
its
charter)Delaware(State
or
other
jurisdiction
of
incorporation
or
organization)
26-2414818(I.R.S.
Employer
Identification
No.)11115 Rushmore Drive, Charlotte, North Carolina 28277(Address
of
principal
executive
offices)(704) 541-5351(Registrant's
telephone
number,
including
area
code)Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassCommon
Stock,
$0.01
Par
Value
Name of each exchange on which registeredThe
Nasdaq
Stock
MarketSecurities registered pursuant to Section 12(g) of the Act: None________________________________________________________________________________________________________Indicate
by
check
mark
if
the
registrant
is
a
well-known
seasoned
issuer,
as
defined
in
Rule
405
of
the
Securities
Act.
Yes

ý




No

oIndicate
by
check
mark
if
the
registrant
is
not
required
to
file
reports
pursuant
to
Section
13
or
Section
15(d)
of
the
Act.
Yes

o




No

ýIndicate
by
check
mark
whether
the
Registrant
(1)
has
filed
all
reports
required
to
be
filed
by
Section
13
or
15(d)
of
the
Securities
Exchange
Act
of
1934
during
the
preceding12
months
(or
for
such
shorter
period
that
the
registrant
was
required
to
file
such
reports),
and
(2)
has
been
subject
to
such
filing
requirements
for
the
past
90
days.
Yes

ý



No

oIndicate
by
check
mark
whether
the
Registrant
has
submitted
electronically
and
posted
on
its
corporate
Web
site,
if
any,
every
Interactive
Data
File
required
to
be
submittedand
posted
pursuant
to
Rule
405
of
Regulation
S-T
(§232.405
of
this
chapter)
during
the
preceding
12
months
(or
for
such
shorter
period
that
the
Registrant
was
required
tosubmit
and
post
such
files).
Yes

ý




No

oIndicate
by
check
mark
if
disclosure
of
delinquent
filers
pursuant
to
Item
405
of
Regulation
S-K
(§229.405
of
this
chapter)
is
not
contained
herein,
and
will
not
be
contained,to
the
best
of
Registrant's
knowledge,
in
definitive
proxy
or
information
statements
incorporated
by
reference
in
Part
III
of
this
Form
10-K
or
any
amendment
to
this
Form
10-K.
oIndicate
by
check
mark
whether
the
Registrant
is
a
large
accelerated
filer,
an
accelerated
filer,
a
non-accelerated
filer,
a
smaller
reporting
company,
or
emerging
growthcompany.
See
the
definitions
of
"large
accelerated
filer,"
"accelerated
filer,"
"smaller
reporting
company,"
and
"emerging
growth
company"
in
Rule
12b-2
of
the
Exchange
Act.








Large
accelerated
filer
ý
Accelerated
filer
o
Non-accelerated
filer
o
(Do
not
check
if
a
smaller
reporting
company)
Smaller
reporting
companyo
Emerging
growth
companyoIf
an
emerging
growth
company,
indicate
by
check
mark
if
the
registrant
has
elected
not
to
use
the
extended
transition
period
for
complying
with
any
new
or
revised
financialaccounting
standards
provided
pursuant
to
Section
13(a)
of
the
Exchange
Act.
oIndicate
by
check
mark
whether
the
Registrant
is
a
shell
company
(as
defined
in
Rule
12b-2
of
the
Act).
Yes

o




No

ýThe
aggregate
market
value
of
the
voting
common
stock
held
by
non-affiliates
of
the
Registrant
as
of
June
30,
2017
was
approximately
$1,231
million
.
For
the
purposes
ofthe
foregoing
calculation
only,
all
directors
and
executive
officers
of
the
Registrant
and
the
single
stockholder
who
owns
in
excess
of
20%
of
the
voting
common
stock
areassumed
to
be
affiliates
of
the
Registrant.As
of
February
21,
2018
,
there
were
12,243,752
shares
of
the
Registrant's
common
stock,
par
value
$.01
per
share,
outstanding.Documents Incorporated By Reference:Portions
of
the
Registrant's
proxy
statement
for
its
2018
Annual
Meeting
of
Stockholders
are
incorporated
by
reference
into
Part
III
herein.
Table of ContentsTABLE OF CONTENTS 
 
Page

PART I

Item 1.
Business
3Item 1A.
Risk Factors
10Item 1B.
Unresolved Staff Comments
26Item 2.
Properties
26Item 3.
Legal Proceedings
26Item 4.
Mine Safety Disclosures
26






PART II

Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
27Item 6.
Selected Financial Data
30Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
32Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
45Item 8.
Financial Statements and Supplementary Data
46Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
90Item 9A.
Controls and Procedures
90Item 9B.
Other Information
90






PART III

Item 10.
Directors, Executive Officers and Corporate Governance
91Item 11.
Executive Compensation
91Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
91Item 13.
Certain Relationships and Related Transactions, and Director Independence
91Item 14.
Principal Accounting Fees and Services
91






PART IV

Item 15.
Exhibits, Financial Statement Schedules
92Item 16.
Form 10-K Summary
96Table of ContentsCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATIONThis
annual
report
on
Form
10-K
for
the
fiscal
year
ended
December
31,
2017
(the
"Annual
Report")
contains
"forward-looking
statements"
within
themeaning
of
the
Securities
Act
of
1933,
as
amended,
and
the
Securities
Exchange
Act
of
1934,
as
amended
by
the
Private
Securities
Litigation
Reform
Act
of
1995.These
forward-looking
statements
include
statements
related
to
our
anticipated
financial
performance,
business
prospects
and
strategy;
anticipated
trends
andprospects
in
the
various
industries
in
which
our
businesses
operate;
new
products,
services
and
related
strategies;
and
other
similar
matters.
These
forward-lookingstatements
are
based
on
management's
current
expectations
and
assumptions
about
future
events,
which
are
inherently
subject
to
uncertainties,
risks
and
changes
incircumstances
that
are
difficult
to
predict.
The
use
of
words
such
as
"anticipates,"
"estimates,"
"expects,"
"projects,"
"intends,"
"plans"
and
"believes,"
amongothers,
generally
identify
forward-looking
statements.Actual
results
could
differ
materially
from
those
contained
in
the
forward-looking
statements.
Factors
currently
known
to
management
that
could
cause
actualresults
to
differ
materially
from
those
in
forward-looking
statements
include
those
matters
discussed
below,
including
in
Part
I.
Item
1A.
Risk
Factors.Other
unknown
or
unpredictable
factors
that
could
also
adversely
affect
our
business,
financial
condition
and
results
of
operations
may
arise
from
time
to
time.In
light
of
these
risks
and
uncertainties,
the
forward-looking
statements
discussed
in
this
report
may
not
prove
to
be
accurate.
Accordingly,
you
should
not
placeundue
reliance
on
these
forward-looking
statements,
which
only
reflect
the
views
of
LendingTree,
Inc.'s
management
as
of
the
date
of
this
report.
We
undertake
noobligation
to
update
or
revise
forward-looking
statements
to
reflect
changed
assumptions,
the
occurrence
of
unanticipated
events
or
changes
to
future
operatingresults
or
expectations,
except
as
required
by
law.PART IITEM 1.   BusinessOur CompanyLendingTree,
Inc.
("LendingTree",
the
"Company",
"we"
or
"us")
operates
what
we
believe
to
be
the
leading
online
loan
marketplace
for
consumers
seekingloans
and
other
credit-based
offerings.
Our
online
marketplace
provides
consumers
with
access
to
product
offerings
from
over
450
active
lenders
(which
we
referto
as
"Network
Lenders"),
including
mortgage
loans,
home
equity
loans
and
lines
of
credit,
reverse
mortgage
loans,
auto
loans,
credit
cards,
deposit
accounts,personal
loans,
student
loans,
small
business
loans
and
other
related
offerings.
In
addition,
we
offer
tools
and
resources,
including
free
credit
scores,
that
facilitatecomparison
shopping
for
these
loans,
deposits
and
other
credit-based
offerings.
We
seek
to
match
consumers
with
multiple
lenders,
who
can
provide
them
withcompeting
quotes
for
the
product
they
are
seeking.
By
providing
consumers
access
to
a
broad
array
of
credit-based
offerings
directly
from
multiple
lenders,
ratherthan
just
multiple
quotes
from
the
same
lender
or
indirectly
through
intermediaries,
we
believe
our
marketplace
is
differentiated
from
other
providers
operatingloan
comparison-shopping
marketplaces.Our
strategically
designed
and
executed
advertising
and
marketing
campaigns
(which
we
refer
to
as
performance
marketing)
span
a
wide
array
of
digital
andtraditional
media
acquisition
channels
and
promote
our
LendingTree
and
other
brands
and
product
offerings.
Our
marketing
efforts
are
designed
to
attractconsumers
to
our
websites
and
toll-free
telephone
numbers.
Interested
consumers
complete
inquiry
forms,
providing
detailed
information
about
themselves
and
theloans
or
other
offerings
they
are
seeking.
We
refer
to
such
consumer
inquiries
as
loan
requests.
We
then
match
these
loan
requests
with
lenders
in
our
marketplacethat
are
seeking
to
serve
these
consumers'
needs.
We
generate
revenue
from
these
lenders,
generally
at
the
time
of
transmitting
a
loan
request
to
them,
in
the
formof
a
match
fee.
In
certain
instances
outside
our
mortgage
business,
we
charge
other
kinds
of
fees,
such
as
closed
loan
or
closed
sale
fees.
In
addition
to
our
primaryloan
request
data
referral
business,
LendingTree
also
matches
consumers
with
lenders
via
website
clicks
and
calls
for
which
lenders
pay
either
front-end
or
back-end
fees.We
are
continually
working
to
improve
the
consumer
experience.
We
have
made
investments
in
technologically-adept
personnel
and
we
use
in-market
real-time
testing
to
improve
our
digital
platforms.
Additionally,
we
work
with
our
lenders,
including
providing
training
and
other
resources,
to
improve
the
consumerexperience
throughout
the
loan
process.
Further,
we
have
been
building
and
improving
our
My
LendingTree
platform,
which
provides
a
relationship-basedconsumer
experience,
rather
than
just
a
transaction-based
experience.Evolution and Future Growth of Our BusinessAt
its
inception,
our
original
business
was
to
serve
consumers
seeking
home
mortgage
loans
by
matching
them
with
various
lenders.
We
launched
theLendingTree
brand
nationally
in
1998
and,
over
the
last
nineteen
years,
we
invested
significantly
in
this
brand
to
gain
widespread
consumer
recognition.Table of ContentsMore
recently,
we
have
actively
sought
to
expand
the
suite
of
loan
and
other
product
offerings
we
provide
to
consumers,
in
order
to
both
leverage
theapplicability
of
the
LendingTree
brand
as
well
as
more
fully
serve
the
needs
of
consumers
and
lenders.
We
believe
that
consumers
with
existing
LendingTree-branded
associations
will
be
more
likely
to
utilize
our
other
service
offerings
than
those
of
other
providers
whose
brands
consumers
may
not
recognize.In
June
2014,
we
re-launched
My
LendingTree,
a
platform
that
offers
a
personalized
loan
comparison-shopping
experience,
by
providing
free
credit
scores
andcredit
score
analysis.
This
platform
enables
us
to
observe
consumers'
credit
profiles
and
then
identify
and
alert
them
to
loan
and
other
credit-based
offerings
on
ourmarketplace
that
may
be
more
favorable
than
the
loans
they
have
at
a
given
point
in
time.
This
is
designed
to
provide
consumers
with
measurable
savingsopportunities
over
their
lifetimes.By
expanding
our
portfolio
of
loans
and
other
product
offerings,
we
are
growing
and
diversifying
our
business
and
sources
of
revenue.
We
intend
to
capitalizeon
our
expertise
in
performance
marketing,
product
development
and
technology,
and
to
leverage
the
widespread
recognition
of
the
LendingTree
brand
to
effectthis
strategy.We
believe
the
consumer
and
small
business
financial
services
industry
is
still
the
early
stages
of
a
fundamental
shift
to
online
product
offerings,
similar
to
theshift
that
started
in
retail
and
travel
many
years
ago
and
is
now
well
established.
We
believe
that,
like
retail
and
travel,
as
consumers
continue
to
move
towardsonline
shopping
and
transactions
for
financial
services,
suppliers
will
increasingly
shift
their
product
offerings
and
advertising
budgets
toward
the
online
channel.We
believe
the
strength
of
our
brands
and
of
our
lender
network
place
us
in
a
strong
position
to
continue
to
benefit
from
this
market
shift.Recent Business AcquisitionsOn
September
19,
2017,
we
acquired
certain
assets
of
Snap
Capital
LLC,
which
does
business
under
the
name
SnapCap.
SnapCap
is
a
tech-enabled
onlineplatform,
which
connects
business
owners
with
lenders
offering
small
business
loans,
lines
of
credit
and
merchant
cash
advance
products
through
a
concierge-based
sales
approach.
We
believe
that
by
combining
SnapCap's
high-touch,
high-conversion
sales
approach
with
our
brand
and
performance
marketing
expertise,we
can
derive
substantial
revenue
synergies
and
accelerate
growth
in
our
small
business
offering.On
June
20,
2017,
we
acquired
the
membership
interests
of
Camino
Del
Avion
(Delaware),
LLC,
which
does
business
under
the
name
MagnifyMoney.MagnifyMoney
is
a
leading
consumer-facing
media
property
that
offers
editorial
content,
expert
commentary,
tools
and
resources
to
help
consumers
comparefinancial
products
and
make
informed
financial
decisions.
The
MagnifyMoney
team
brings
the
expertise
and
infrastructure
to
expand
content
creation
anddistribution
across
all
of
our
consumer
facing
brands,
improving
our
presence
and
efficacy
in
acquisition
channels
such
as
search
engine
optimization.On
June
14,
2017,
we
acquired
substantially
all
of
the
assets
of
Deposits
Online,
LLC,
which
does
business
under
the
name
DepositAccounts.com(“DepositAccounts”).
DepositAccounts
is
a
leading
consumer-facing
media
property
in
the
depository
industry
and
is
one
of
the
most
comprehensive
sources
ofdepository
deals
and
analysis
on
the
Internet,
covering
all
major
deposit
product
categories
through
editorial
content,
programmatic
rate
tables
and
user-generatedcontent.
This
acquisition
represents
our
first
offering
to
address
the
asset
side
of
the
consumer
balance
sheet.On
November
16,
2016,
we
acquired
Iron
Horse
Holdings,
LLC,
which
does
business
under
the
name
CompareCards.
CompareCards
is
a
leading
onlinesource
for
side-by-side
credit
card
comparison
shopping.
CompareCards
provides
consumers
with
one
centralized
location
for
pertinent
credit
card
informationneeded
to
find
the
best
card
for
their
needs.
CompareCards’
unique
marketing
platform
and
strong
relationships
with
card
issuers
combined
with
LendingTree’sscale
and
organizational
support
have
caused
substantial
growth
in
our
credit
card
business.
See
"Management's
Discussion
and
Analysis
of
Financial
Conditionand
Results
of
Operations
-
Results
of
Operations
for
the
Years
Ended
December
31,
2017,
2016,
and
2015
-
Revenue."These
acquisitions
continue
our
diversification
strategy.ProductsWe
currently
report
our
revenues
in
two
product
categories:
(i)
mortgage
products
and
(ii)
non-mortgage
products.
Non-mortgage
products
include
creditcards,
personal
loans,
home
equity
loans,
reverse
mortgage
loans,
auto
loans,
small
business
loans
and
student
loans.
Non-mortgage
products
also
include
depositaccounts,
home
improvement
referrals
and
other
credit
products
such
as
credit
repair
and
debt
settlement.4Table of ContentsMortgage
and
non-mortgage
product
revenue
is
as
follows
(in thousands) : For the Year Ended December 31, 2017
2016
2015Mortgage
products$275,910
$219,991
165,272Non-mortgage
products341,826
164,411
88,944Total revenue$617,736
$384,402
$254,216LendingTree
does
not
charge
consumers
or
small
businesses
for
the
use
of
our
services.
Revenues
from
our
mortgage
products
are
mostly
derived
fromupfront
match
fees
paid
by
Network
Lenders
that
receive
a
loan
request,
and
in
some
cases
upfront
fees
for
clicks
or
call
transfers.
Because
a
given
loan
requestform
can
be
matched
with
more
than
one
Network
Lender,
up
to
five
match
fees
may
be
generated
from
a
single
consumer
loan
request
form.
Revenues
from
ournon-mortgage
products
are
derived
from
upfront
match
fees
paid
on
delivery
of
a
loan
request,
click
or
call
and
closed
loan
fees.
For
our
credit
card
product,
wesend
click
traffic
to
issuers
and
are
paid
per
card
approval.
For
the
years
ended
December
31,
2017
,
2016
and
2015
,
one
Network
Lender,
Quicken
Loans,accounted
for
11%
,
15%
and
11%
of
total
revenue,
respectively.
Another
Network
Lender,
loanDepot,
LLC,
accounted
for
13%
and
12%
of
total
revenue
for
theyears
ended
December
31,
2016
and
2015,
respectively.Mortgage
ProductsOur
mortgage
products
category
includes
our
purchase
and
refinance
products.We
partner
with
lenders
throughout
the
United
States
to
provide
full
geographic
lending
coverage
and
to
offer
a
complete
suite
of
loan
offerings
on
ourmarketplace.
To
participate
on
our
marketplace,
lenders
are
required
to
enter
into
contracts
with
us
that
state
the
terms
and
conditions
for
such
participation,although
these
contracts
generally
may
be
terminated
for
convenience
by
either
party.
We
perform
certain
due
diligence
procedures
on
prospective
new
lenders,including
screening
against
a
national
anti-fraud
database
maintained
by
the
Mortgage
Asset
Research
Institute,
which
helps
manage
our
risk
exposure.
The
data
isutilized
to
determine
whether
a
lender
and
its
principals
are
eligible
to
participate
on
our
marketplace
and
have
not
been
convicted
of
and/or
penalized
forfraudulent
activity.Consumers
seeking
mortgage
loans
through
our
loan
marketplace
can
receive
multiple
conditional
loan
offers
from
participating
lenders
in
response
to
a
singleloan
request
form.
We
refer
to
the
process
by
which
we
match
consumers
and
Network
Lenders
as
the
matching
process.
This
matching
process
consists
of
thefollowing
steps:(1)Loan Request. 

Consumers
complete
a
single
loan
request
form
with
information
regarding
the
type
of
mortgage
loan
product
they
are
seeking,
loanpreferences
and
other
data.
Consumers
also
consent
to
a
soft
inquiry
regarding
their
credit.(2)Loan Request Form Matching and Transmission. 

Our
proprietary
systems
and
technology
match
a
given
consumer's
loan
request
form
data,
creditprofile
and
geographic
location
against
certain
pre-established
criteria
of
Network
Lenders,
which
may
be
modified
from
time
to
time.
Once
a
given
loanrequest
passes
through
the
matching
process,
the
loan
request
is
automatically
transmitted
to
up
to
five
participating
Network
Lenders.(3)Lender Evaluation and Response. 

Network
Lenders
that
receive
a
loan
request
form
evaluate
the
information
contained
in
it
to
determine
whether
tomake
a
conditional
loan
offer.(4)Communication of a Conditional Offer. 

All
matched
Network
Lenders
and
any
conditional
offers
are
presented
to
the
consumer
upon
completion
ofthe
loan
request
form.
Consumers
can
return
to
the
site
and
view
their
offer(s)
at
any
time
by
logging
in
to
their
My
LendingTree
profile.
Additionally,matched
lenders
and
offers
are
also
sent
to
the
email
address
associated
with
the
consumer
request.We
also
offer
consumers
other
mortgage
products
such
as:•an
alternative
"short-form"
matching
process,
which
provides
them
with
lender
contact
information
rather
than
conditional
offers
from
Network
Lenders,and•a
"rate
table"
loan
marketplace,
where
consumers
can
enter
their
loan
and
credit
profile
and
dynamically
view
real-time
rates
from
lenders
withoutentering
their
contact
information.Non-Mortgage
ProductsLending Products .
Other
lending
products
on
our
online
marketplace
include
information,
tools
and
access
to
multiple
conditional
loan
offers
for
thefollowing:•Auto,
which
includes
our
auto
refinance
and
purchase
loan
products.
Auto
loans
enable
consumers
to
purchase
new
or
used
vehicles
or
refinance
anexisting
loan
secured
by
an
automobile.5Table of Contents•Credit
cards,
which
include
offerings
from
most
major
card
issuers.
As
described
above,
during
the
fourth
quarter
of
2016,
we
purchased
CompareCards,a
leader
in
the
online
credit
card
comparison
industry,
enhancing
this
product.•Home
equity
loans
and
lines
of
credit,
which
enable
home
owners
to
borrow
against
the
equity
in
their
home,
as
measured
by
the
difference
between
themarket
value
of
the
home
and
any
existing
loans
secured
by
the
home.
Home
equity
loans
are
one-time
lump
sum
loans,
whereas
a
home
equity
line
ofcredit
reflects
a
line
of
revolving
credit
where
the
borrower
has
flexibility
to
draw
down
and
repay
the
line
over
time.•Personal
loans,
which
are
unsecured
obligations
generally
carrying
shorter
terms
and
smaller
loan
amounts
than
home
mortgages.•Reverse
mortgage
loans,
which
are
a
loan
product
available
to
qualifying
homeowners
age
62
or
older.•Small
business
loans,
which
include
a
broad
array
of
financing
types,
including
but
not
limited
to
loans
secured
by
working
capital,
equipment,
real
estateand
other
forms
of
financing,
provided
to
small
and
medium-sized
businesses.
As
described
above,
during
the
third
quarter
of
2017,
we
purchasedSnapCap,
an
online
platform
with
a
concierge-based
approach
to
connecting
business
owners
with
sources
of
credit,
enhancing
this
product.•Student
loans,
which
includes
both
new
loans
to
finance
an
education
and
related
expenses,
as
well
as
refinancing
of
existing
loans.
During
the
secondquarter
of
2016,
we
purchased
SimpleTuition,
a
leading
online
marketing
platform
for
student
loans,
enhancing
this
product.We
intend
to
continue
adding
new
lending
offerings
for
consumers,
small
businesses
and
lenders
on
our
online
marketplace,
in
order
to
grow
and
diversify
oursources
of
revenue.
We
may
develop
such
new
offerings
through
internal
product
development
efforts,
strategic
business
relationships
with
third
parties
and/oracquisitions.Other Products .
Other
products
also
includes
information,
tools
and
access
to
the
following:•Deposit
accounts,
through
which
consumers
can
access
depository
deals
and
analysis
covering
all
major
deposit
product
categories.•Credit
repair,
through
which
consumers
can
obtain
assistance
improving
their
credit
profiles,
in
order
to
expand
and
improve
loan
and
other
financialproduct
opportunities
available
to
them.•Debt
relief
services,
through
which
consumers
can
obtain
assistance
negotiating
existing
loans.•Home
improvement
services,
through
which
consumers
have
the
opportunity
to
research
and
find
home
improvement
professional
services.•Personal
credit
data,
through
which
consumers
can
gain
insights
into
how
prospective
lenders
and
other
third
parties
view
their
credit
profiles.•Real
estate
brokerage
services,
through
which
consumers
are
matched
with
local
realtors
who
can
assist
them
in
their
home
purchase
or
sale
efforts.•Various
consumer
insurance
products,
including
home
and
automobile,
through
which
consumers
are
matched
with
insurance
lead
aggregators
to
obtaininsurance
offers.We
refer
to
the
various
purchasers
of
leads
from
our
other
marketplaces
as
lead
purchasers.
We
generate
revenue
from
the
deposit
account
product
from
aconsumer
clicking
from
our
website
through
to
a
financial
institution's
website.
We
generate
revenue
through
the
insurance
products
and
real
estate
brokerageservices
through
match
fees
paid
to
us
by
insurance
lead
aggregators
and
real
estate
brokers
participating
in
our
online
marketplace.
We
generate
revenue
fromcredit
repair
and
debt
relief
services
either
through
a
fee
for
a
customer
referral
to
a
service
provider
partner
or
through
a
fee
at
the
time
a
consumer
enrolls
in
aprogram
with
one
of
our
partners.
Revenue
for
home
services
is
derived
primarily
through
matching
of
leads
to
other
home
services
lead
aggregators.SeasonalityRevenue
in
our
lending
business
is
subject
to
cyclical
and
seasonal
trends.
Home
sales
(and
purchase
mortgages)
typically
rise
during
the
spring
and
summermonths
and
decline
during
the
fall
and
winter
months,
while
refinancing
and
home
equity
activity
is
principally
driven
by
mortgage
interest
rates
as
well
as
realestate
values.
However,
in
certain
historical
periods
additional
factors
affecting
the
mortgage
and
real
estate
markets,
such
as
the
2008-2009
financial
crisis
andensuing
recession
have
impacted
customary
seasonal
trends.We
anticipate
revenue
in
our
newer
products
to
be
cyclical
as
well;
however,
we
have
limited
historical
data
to
predict
the
nature
and
magnitude
of
thiscyclicality.
Based
on
industry
data,
we
anticipate
that
as
our
personal
loan
product
matures
we
will6Table of Contentsexperience
less
consumer
demand
during
the
fourth
and
first
quarters
of
each
year.
We
also
anticipate
less
consumer
demand
for
credit
cards
in
the
fourth
quarterof
each
year
and
we
anticipate
higher
consumer
demand
for
deposit
accounts
in
the
first
quarter
of
each
year.
The
majority
of
consumer
demand
for
student
loanproducts
occurs
in
the
third
quarter
coinciding
with
collegiate
enrollment
in
late
summer.
Other
factors
affecting
our
businesses
include
macro
factors
such
ascredit
availability
in
the
market,
interest
rates,
the
strength
of
the
economy
and
employment.CompetitionOur
lending
and
other
businesses
compete
with
other
online
marketing
companies,
including
online
intermediaries
that
operate
network-type
arrangements.We
also
face
competition
from
lenders
that
source
consumer
loan
originations
directly.
These
companies
typically
operate
consumer-branded
websites
and
attractconsumers
via
online
banner
ads,
keyword
placement
on
search
engines,
direct
mail,
television
ads,
retail
branches,
realtors,
brokers,
radio
and
other
sources,partnerships
with
affiliates
and
business
development
arrangements
with
others,
including
major
online
portals.Product DevelopmentWe
invest
in
the
continued
development
of
both
new
and
existing
products
to
enhance
the
experiences
of
consumers
and
lenders
as
they
interact
with
us.
Weincurred
product
development
costs
of
$24.2
million,
$19.8
million
and
$16.8
million
during
the
years
ended
December
31,
2017,
2016
and
2015,
respectively,
allof
which
was
company
sponsored.Financial Information About Segments and Geographic AreasWe
have
one
reportable
segment.
See Note
18
—Segment
Information
to
the
consolidated
financial
statements
included
elsewhere
in
this
report.Additional
information
on
our
financial
performance
by
geographic
areas
can
be
found
in
Note
2—Significant
Accounting
Policies
to
the
consolidatedfinancial
statements
included
elsewhere
in
this
report.Corporate HistoryLendingTree,
Inc.,
is
the
parent
of
LendingTree,
LLC
and
several
companies
owned
by
LendingTree,
LLC.
LendingTree,
LLC,
formerly
known
asLendingTree,
Inc.,
was
incorporated
in
the
state
of
Delaware
in
June
1996
and
commenced
nationwide
operations
in
July
1998.
LendingTree,
Inc.,
was
acquired
byIAC/InterActiveCorp
("IAC")
in
2003
and
converted
to
a
Delaware
limited
liability
company
(LendingTree,
LLC)
in
December
2004.
LendingTree,
LLC
enteredthe
mortgage
origination
business
through
the
acquisition
of
Home
Loan
Center,
Inc.
in
2004.
On
August
20,
2008,
LendingTree,
LLC
(along
with
its
parentholding
company
Tree.com,
Inc.)
was
spun
off
from
IAC/InterActiveCorp
into
a
separate
publicly-traded
company.
We
refer
to
the
separation
transaction
as
the"spin-off"
in
this
report.
Tree.com
was
incorporated
as
a
Delaware
corporation
in
April
2008
in
anticipation
of
the
spin-off.
The
Home
Loan
Center
business
wassold
to
Discover
Financial
Services
in
2012.
Since
then,
the
Company
has
operated
as
a
pure
online
marketplace
and
does
not
originate
loans.
Effective
January
1,2015,
we
changed
our
corporate
name
from
Tree.com,
Inc.
to
LendingTree,
Inc.Regulation and Legal ComplianceOur
businesses
market
and
provide
services
in
heavily
regulated
industries
through
a
number
of
different
online
and
offline
channels
across
the
United
States.As
a
result,
we
are
subject
to
a
variety
of
statutes,
rules,
regulations,
policies
and
procedures
in
various
jurisdictions
in
the
United
States,
including:•Restrictions
on
the
manner
in
which
consumer
loans
are
marketed
and
originated,
including,
but
not
limited
to,
the
making
of
required
consumerdisclosures,
such
as
the
Federal
Trade
Commission's
Mortgage
Advertising
Practices
("MAP")
Rules,
federal
Truth-in-Lending
Act,
the
federal
EqualCredit
Opportunity
Act,
the
federal
Fair
Credit
Reporting
Act,
the
federal
Fair
Housing
Act,
the
federal
Real
Estate
Settlement
Procedures
Act("RESPA"),
and
similar
state
laws;•Restrictions
imposed
by
the
Dodd-Frank
Wall
Street
Reform
and
Consumer
Protection
Act
(the
"Dodd
Frank
Act")
and
current
or
future
rulespromulgated
thereunder,
including,
but
not
limited
to,
limitations
on
fees
charged
by
mortgage
lenders,
mortgage
broker
disclosures
and
rulespromulgated
by
the
Consumer
Financial
Protection
Bureau
("CFPB"),
which
was
created
under
the
Dodd-Frank
Act;•Restrictions
on
the
amount
and
nature
of
fees
that
may
be
charged
to
lenders
and
real
estate
professionals
for
providing
or
obtaining
consumer
loanrequests,
such
as
under
RESPA;7Table of Contents•Federal
and
State
laws
relating
to
the
implementation
of
the
Secure
and
Fair
Enforcement
of
Mortgage
Licensing
Act
of
2008
(the
"SAFE
Act")
thatrequire
us
to
be
licensed
in
all
States
and
the
District
of
Columbia
(licensing
requirements
are
applicable
to
both
individuals
and/or
businesses
engaged
inthe
solicitation
of
or
the
brokering
of
residential
mortgage
loans
and/or
the
brokering
of
real
estate
transactions);•State
and
federal
restrictions
on
the
marketing
activities
conducted
by
telephone,
mail,
email,
mobile
device
or
the
internet,
including
the
TelemarketingSales
Rule
("TSR"),
the
Telephone
Consumer
Protection
Act
("TCPA"),
state
telemarketing
laws,
federal
and
state
privacy
laws,
the
CAN-SPAM
Act,and
the
Federal
Trade
Commission
Act
and
their
accompanying
regulations
and
guidelines;•State
laws
requiring
licensure
for
or
otherwise
imposing
restrictions
on
the
solicitation
of
or
brokering
of
consumer
loans
which
could
affect
us
in
ourpersonal
loan,
automobile
loan,
student
loan,
credit
card,
or
other
non-mortgage
consumer
lending
businesses;•Restrictions
on
the
usage
and
storage
of
consumer
credit
information,
such
as
those
contained
in
the
federal
Fair
Credit
Reporting
Act
and
the
federalCredit
Repair
Organization
Act;
and•State
"Bird
Dog"
laws
which
restrict
the
amount
and
nature
of
fees,
if
any,
that
may
be
charged
to
consumers
for
automobile
direct
and
indirect
financing.Intellectual PropertyWe
believe
that
our
intellectual
property
rights
are
vital
to
our
success.
To
protect
our
intellectual
property
rights
in
our
brand,
technology,
products,improvements
and
inventions,
we
rely
on
a
combination
of
trademarks,
trade
secrets,
patents
and
other
laws,
and
contractual
restrictions
on
disclosure,
includingconfidentiality
agreements
with
strategic
partners,
employees,
consultants
and
other
third
parties.
As
new
or
improved
proprietary
technologies
are
developed
orinventions
are
identified,
we
seek
patent
protection
in
the
United
States
and
abroad,
as
appropriate.
We
have
three
issued
U.S.
patents
relating
to
our
technologies.Two
such
patents
relate
to
the
method
and
network
for
coordinating
a
loan
over
the
internet
and
will
expire
in
2018.
The
third
patent,
which
relates
to
the
systemand
method
for
collecting
financial
information
over
a
global
communications
network,
expires
in
2032.Many
of
our
services
are
offered
under
proprietary
trademarks
and
service
marks.
We
generally
apply
to
register
or
secure
by
contract
our
principaltrademarks
and
service
marks
as
they
are
developed
and
used.
We
have
45
trademarks
and
service
marks
registered
with
the
United
States
Patent
and
TrademarkOffice.
These
registrations
can
typically
be
renewed
at
10-year
intervals.We
reserve
and
register
domain
names
when
and
where
we
deem
appropriate
and
we
currently
have
over
1,000
registered
domain
names.
We
also
haveagreements
with
third
parties
that
provide
for
the
licensing
of
patented
and
proprietary
technology
used
in
our
business.From
time
to
time,
we
may
be
subjected
to
legal
proceedings
and
claims,
or
threatened
legal
proceedings
or
claims,
including
allegations
of
infringement
ofthird-party
trademarks,
copyrights,
patents
and
other
intellectual
property
rights
of
third
parties.
In
addition,
the
use
of
litigation
and
other
dispute
resolutionprocesses,
such
as
Uniform
Domain
Name
Dispute
Resolution,
may
be
necessary
for
us
to
enforce
our
intellectual
property
rights,
protect
trade
secrets
or
todetermine
the
validity
and
scope
of
proprietary
rights
claimed
by
others.
Any
litigation
of
this
nature,
regardless
of
outcome
or
merit,
could
result
in
substantialcosts
and
diversion
of
management
and
technical
resources,
any
of
which
could
adversely
affect
our
business,
financial
condition
and
results
of
operations.EmployeesAs
of
December
31,
2017
,
we
had
535
employees,
of
which
approximately
523
are
full-time
and
12
are
temporary
or
part-time.
None
of
our
employees
arerepresented
under
collective
bargaining
agreements
and
we
consider
our
relations
with
employees
and
independent
contractors
to
be
good.Additional InformationWebsite and Public FilingsWe
maintain
a
corporate
website
at
www.lendingtree.com and
an
investor
relations
website
at
investors.lendingtree.com .
None
of
the
information
on
ourwebsite
is
incorporated
by
reference
in
this
report,
or
in
any
other
filings
with,
or
in
any
information
furnished
or
submitted
to,
the
Securities
and
ExchangeCommission
(the
"SEC").We
make
available,
free
of
charge
through
our
website,
our
reports
on
Forms
10-K,
10-Q
and
8-K,
our
proxy
statement
for
the
annual
shareholders'
meetingand
beneficial
ownership
reports
on
Forms
3,
4
and
5
as
soon
as
reasonably
practicable
after
we8Table of Contentsfile
such
material
with,
or
furnish
such
material
to,
the
SEC.
Our
filings
with
the
SEC
are
available
to
the
public
over
the
Internet
at
the
SEC's
website
atwww.sec.gov ,
or
at
the
SEC's
public
reference
room
located
at
100
F
Street,
N.E.,
Washington,
DC
20549.
Please
call
the
SEC
at
1-800-SEC-0330
for
furtherinformation
on
the
operation
of
the
public
reference
room.Code of Business Conduct and EthicsOur
code
of
business
conduct
and
ethics,
which
applies
to
all
employees,
including
all
executive
officers
and
senior
financial
officers
and
directors,
is
postedon
our
website
at
investors.lendingtree.com/corporate-governance.cfm .
This
is
our
code
of
ethics
pursuant
to
Item
406
of
SEC
Regulation
S-K
and
the
rules
ofThe
Nasdaq
Stock
Market.
Any
amendments
to
or
waivers
of
the
code
of
business
conduct
and
ethics
that
are
of
the
type
described
in
Item
406(b)
and
(d)
ofRegulation
S-K
will
be
disclosed
on
our
website.9Table of ContentsITEM 1A.   Risk
FactorsInvesting in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described below,together with all of the other information included in this annual report and the information incorporated by reference herein. If any of the risks described below,or incorporated by reference into this annual report actually occur, our business, financial condition or results of operations could suffer. In that case, the tradingprice of our common stock may decline and you may lose all or part of your investment. The risks and uncertainties we have described are not the only ones weface. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, financial condition andresults of operations. Certain statements below are forward-looking statements. See the information included under the heading "Cautionary Statement RegardingForward-Looking Information."Risks Related to Our Business and IndustryAdverse
conditions
in
the
primary
and
secondary
mortgage
markets,
as
well
as
the
general
economy,
could
materially
and
adversely
affect
our
business,financial
condition
and
results
of
operations.Constraints
in
the
primary
and
secondary
mortgage
markets
have
in
the
past
had,
and
may
in
the
future
have,
an
adverse
effect
on
our
business,
financialcondition
and
results
of
operations.
Generally,
increases
in
interest
rates
adversely
affect
the
ability
of
our
Network
Lenders
to
close
loans,
and
adverse
economictrends
limit
the
ability
of
our
Network
Lenders
to
offer
home
loans
other
than
low-margin
conforming
loans.
Our
businesses
may
experience
a
decline
in
demandfor
their
offerings
due
to
decreased
consumer
demand
as
a
result
of
the
conditions
described
above,
now
or
in
the
future.
Conversely,
during
periods
with
decreasedinterest
rates,
Network
Lenders
have
less
incentive
to
use
our
marketplaces,
or
in
the
case
of
sudden
increases
in
consumer
demand,
our
Network
Lenders
may
lackthe
ability
to
support
sudden
increases
in
volume.We
depend
on
relationships
with
Network
Lenders
and
any
adverse
changes
in
these
relationships
could
adversely
affect
our
business,
financial
condition
andresults
of
operations.Our
success
depends
in
significant
part
on
the
financial
strength
of
lenders
participating
on
our
marketplaces
and
continuing
relationships
with
such
lenders.Network
Lenders
could,
for
any
reason,
experience
financial
difficulties
and
cease
participating
on
our
lender
marketplace,
fail
to
pay
match
and/or
closing
feeswhen
due
and/or
drop
the
quality
of
their
services
to
consumers.
We
could
also
have
commercial
or
other
disputes
with
such
Network
Lenders
from
time
to
time.The
occurrence
of
one
or
more
of
these
events
with
a
significant
number
of
Network
Lenders
could,
alone
or
in
combination,
have
a
material
and
adverse
effect
onour
business,
financial
condition
and
results
of
operations.If
we
fail
to
meet
certain
metrics
required
by
Network
Lenders,
then
our
business
and
financial
results
may
be
harmed.We
compete
against
other
online
marketing
companies
in
significant
part
based
on
the
quality
and
convertibility
of
the
leads
we
generate.
Network
Lendershave
expectations
as
to
the
quality
and
conversion
rate
of
the
leads
that
we
generate.
These
expectations
sometimes
change
over
time.
The
leads
that
we
supply
toNetwork
Lenders
may
not
meet
the
expectations
that
Network
Lenders
have
for
such
leads.
Conversion
rates
for
leads
may
be
impacted
by
factors
other
than
thelead
quality,
many
of
which
are
outside
our
control.
Such
factors
include
competition
in
lending
markets
and
sales
practices
of
Network
Lenders.
Failure
to
meetthe
expectations
of
Network
Lenders
in
terms
of
quality
and
convertibility
of
leads
may
result
in
reduced
fees
paid
to
us
by
such
Network
Lenders,
or
in
extremecases,
the
loss
of
one
or
more
Network
Lenders,
which
could
materially
and
adversely
affect
our
business,
financial
condition
and
results
of
operations.Failure
to
maintain
brand
recognition
and
attract
and
retain
consumers
in
a
cost-effective
manner
could
materially
and
adversely
affect
our
business,financial
condition
and
results
of
operations.In
order
to
attract
visitors
to
our
websites,
convert
these
visitors
into
loan
requests
for
our
Network
Lenders
and
lead
purchasers
and
generate
repeat
visitsfrom
consumers,
our
businesses
must
promote
and
maintain
their
various
brands.
Brand
promotion
and
maintenance
requires
the
expenditure
of
considerablemoney
and
resources
for
online
and
offline
advertising,
marketing
and
related
efforts,
as
well
as
the
continued
provision
and
introduction
of
high-quality
productsand
services.Brand
recognition
is
a
key
differentiating
factor
among
providers
of
online
services.
We
believe
that
continuing
to
build
and
maintain
the
recognition
of
ourvarious
brands
is
critical
to
achieving
increased
demand
for
the
services
provided
by
our
businesses.
Accordingly,
we
have
spent,
and
expect
to
continue
to
spend,significant
amounts
on,
and
devote
significant
resources
to,
branding,
advertising
and
other
marketing
initiatives,
which
may
not
be
successful
or
cost-effective.The
failure
of
our
businesses
to
maintain
the
recognition
of
their
respective
brands
and
attract
and
retain
consumers
in
a
cost-effective
manner
could
materially
andadversely
affect
our
business,
financial
condition
and
results
of
operations.10Table of ContentsAdverse
publicity
from
legal
proceedings
against
us
or
our
businesses,
including
governmental
proceedings
and
consumer
class
action
litigation,
or
from
thedisclosure
of
information
security
breaches,
could
negatively
impact
our
various
brands,
which
could
materially
and
adversely
affect
our
business,
financialcondition
and
results
of
operations.
In
addition,
the
actions
of
our
third-party
marketing
partners
who
engage
in
advertising
on
our
behalf
could
negatively
impactour
various
brands.We
depend
on
search
engines,
online
advertising
and
other
online
sources
to
attract
visitors
to
our
websites,
and
if
we
are
unable
to
attract
these
visitors
andconvert
them
into
loan
requests
for
our
Network
Lenders
and
lead
purchasers
in
a
cost-effective
manner,
our
business
and
financial
results
may
be
harmed.Our
success
depends
on
our
ability
to
attract
online
consumers
to
our
websites
and
convert
them
into
customers
in
a
cost-effective
manner.
We
depend,
in
part,on
search
engines,
online
advertising
and
other
online
sources
for
our
website
traffic.
We
are
included
in
search
results
as
a
result
of
both
paid
search
listings,where
we
purchase
specific
search
terms
that
result
in
the
inclusion
of
our
advertisement,
and,
separately,
organic
searches,
that
depend
upon
the
searchablecontent
on
our
sites.
Search
engines
and
other
online
sources
revise
their
algorithms,
and
introduce
new
advertising
products,
from
time
to
time
in
an
attempt
tooptimize
their
search
results.If
one
or
more
of
the
search
engines
or
other
online
sources
on
which
we
rely
for
website
traffic
were
to
modify
its
general
methodology
for
how
it
displaysour
websites,
resulting
in
fewer
consumers
clicking
through
to
our
websites,
our
business
could
suffer.
If
any
free
search
engine
traffic
on
which
we
rely
beginscharging
fees
for
listing
or
placement,
or
if
one
or
more
of
the
search
engines
or
other
online
sources
on
which
we
rely
for
purchased
listings,
modifies
orterminates
its
relationship
with
us,
our
expenses
could
rise,
we
could
lose
customers,
and
traffic
to
our
websites
could
decrease,
all
of
which
could
have
a
materialand
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.
In
addition,
if
our
online
advertisements
are
not
able
to
reach
certain
consumersdue
to
consumers’
use
of
ad-blocking
software,
our
business
could
suffer.We
compete
with
a
number
of
other
online
marketing
companies,
and
we
face
the
possibility
of
new
competitors.We
currently
compete
with
a
number
of
other
online
marketing
companies
and
we
expect
that
competition
will
intensify.
Some
of
these
existing
competitorsmay
have
more
capital
or
complementary
products
or
services
than
we
do,
and
they
may
leverage
their
greater
capital
or
diversification
in
a
manner
that
adverselyaffects
our
competitive
position,
including
by
making
strategic
acquisitions.
In
addition,
new
competitors
may
enter
the
market
and
may
be
able
to
innovate
andbring
products
and
services
to
market
faster,
or
anticipate
and
meet
consumer
or
Network
Lender
demand
before
we
do.
Other
newcomers,
including
major
searchengines
and
content
aggregators,
may
be
able
to
leverage
their
existing
products
and
services
to
our
disadvantage.
We
may
be
forced
to
expend
significantresources
to
remain
competitive
with
current
and
potential
competitors.
If
any
of
our
competitors
are
more
successful
than
we
are
at
attracting
and
retainingcustomers
or
Network
Lenders,
our
business,
financial
condition
and
results
of
operations
could
be
materially
and
adversely
affected.Our
success
depends,
in
part,
on
the
integrity
of
our
systems
and
infrastructures.
System
interruption
and
the
lack
of
integration
and
redundancy
in
thesesystems
and
infrastructures
may
have
a
material
and
adverse
impact
on
our
business,
financial
condition
and
results
of
operations.Our
success
depends,
in
part,
on
our
ability
to
maintain
the
integrity
of
our
systems
and
infrastructures,
including
websites,
information
and
related
systems,call
centers
and
distribution
and
fulfillment
facilities.
System
interruption
and
the
lack
of
integration
and
redundancy
in
our
information
systems
and
infrastructuresmay
materially
and
adversely
affect
our
ability
to
operate
websites,
process
and
fulfill
transactions,
respond
to
customer
inquiries
and
generally
maintain
cost-efficient
operations.
We
may
experience
occasional
system
interruptions
that
make
some
or
all
systems
or
data
unavailable
or
prevent
our
businesses
fromefficiently
providing
services
or
fulfilling
orders.
We
also
rely
on
affiliate
and
third-party
computer
systems,
broadband
and
other
communications
systems
andservice
providers
in
connection
with
the
provision
of
services
generally,
as
well
as
to
facilitate,
process
and
fulfill
transactions.
Any
interruptions,
outages
or
delaysin
our
systems
and
infrastructures,
our
businesses,
our
affiliates
and/or
third
parties,
or
deterioration
in
the
performance
of
these
systems
and
infrastructures,
couldimpair
the
ability
of
our
businesses
to
provide
services,
fulfill
orders
and/or
process
transactions.
Fire,
flood,
power
loss,
telecommunications
failure,
hurricanes,tornadoes,
earthquakes,
acts
of
war
or
terrorism,
acts
of
God,
unauthorized
intrusions
or
computer
viruses,
and
similar
events
or
disruptions
may
damage
orinterrupt
computer,
broadband
or
other
communications
systems
and
infrastructures
at
any
time.
Any
of
these
events
could
cause
system
interruption,
delays
andloss
of
critical
data,
and
could
prevent
our
businesses
from
providing
services,
fulfilling
orders
and/or
processing
transactions.
While
our
businesses
have
backupsystems
for
certain
aspects
of
their
operations,
these
systems
are
not
fully
redundant
and
disaster
recovery
planning
is
not
sufficient
for
all
eventualities.
Inaddition,
we
may
not
have
adequate
insurance
coverage
to
compensate
for
losses
from
a
major
interruption.
If
any
of
these
events
were
to
occur,
it
could
materiallyand
adversely
affect
our
business,
financial
condition
and
results
of
operations.We
are
also
in
the
process
of
transitioning
our
mortgage
exchange
to
a
new
technology
platform.
The
risks
associated
with
this
transition
include,
but
are
notlimited
to,
operational
implementation,
downtimes,
and
diversion
of
management
and
technical11Table of Contentsresources.
If
the
transition
to
the
new
platform
is
more
challenging
or
time
consuming
than
expected,
then
our
business,
financial
condition
and
results
ofoperations
could
be
materially
and
adversely
affected.Breaches
or
failures
of
our
network
security
controls,
the
misappropriation
or
misuse
of
personal
consumer
information,
the
occurrence
of
fraudulent
activity,or
cybersecurity-related
incidents
may
have
a
material
and
adverse
impact
on
our
business,
financial
condition
and
results
of
operations.Any
penetration
of
network
security
or
other
misappropriation
or
misuse
of
personal
consumer
information
maintained
by
us
or
our
third-party
marketingpartners
could
cause
interruptions
in
the
operations
of
our
businesses
and
subject
us
to
increased
costs,
litigation
and
other
liabilities.
Claims
could
also
be
madeagainst
us
or
our
third-party
marketing
partners
for
other
misuse
of
personal
information,
such
as
for
unauthorized
purposes
or
identity
theft,
which
could
result
inlitigation
and
financial
liabilities,
as
well
as
administrative
action
from
governmental
authorities.
Real
or
perceived
security
breaches
could
also
significantlydamage
our
reputation
with
consumers
and
third
parties
with
whom
we
do
business.We
may
be
required
to
expend
significant
capital
and
other
resources
to
protect
against
and
remedy
any
potential
or
existing
security
breaches
and
theirconsequences.
We
also
face
risks
associated
with
security
breaches
affecting
third
parties
with
whom
we
are
affiliated
or
otherwise
conduct
business
with
online.Consumers
are
generally
concerned
with
security
and
privacy
of
the
Internet,
and
any
publicized
security
problems
affecting
our
businesses
and/or
those
of
thirdparties
may
discourage
consumers
from
doing
business
with
us,
which
could
have
a
material
and
adverse
effect
on
our
business,
financial
condition
and
results
ofoperations.We
are
susceptible
to
fraudulent
activity
and
cybersecurity-related
incidents
that
may
be
committed
against
us,
our
Network
Lenders
or
external
serviceproviders
which
may
result
in
financial
losses
or
increased
costs
to
us,
disclosure
or
misuse
of
our
information,
misappropriation
of
assets,
privacy
breacheslitigation
or
damage
to
our
reputation.
Such
fraudulent
activity
may
take
many
forms,
including
check
fraud,
fraudulent
inducement,
electronic
fraud,
wire
fraud,phishing,
social
engineering
and
other
dishonest
acts,
any
of
which
could
be
the
result
of
a
circumvention
or
failure
of
our
internet-technology
security
controls.Information
security
breaches
and
cybersecurity-related
incidents
may
include
fraudulent
or
unauthorized
access
to
systems
used
by
us,
Network
Lenders,
orexternal
service
providers,
denial
or
degradation
of
service
attacks,
and
malware
or
other
cyber-attacks.
We
rely
on
a
framework
of
internal
controls
designed
toprotect
our
information
and
assets,
but
despite
our
efforts
to
ensure
the
integrity
of
our
systems,
it
is
possible
that
we
may
not
be
able
to
anticipate
or
implementeffective
preventative
measures
against
all
security
breaches
and
fraudulent
activity,
especially
because
the
methods
of
attack
and
deception
change
frequently
andbecause
such
conduct
can
originate
from
a
wide
variety
of
sources,
including
third
parties
such
as
external
service
providers.
As
a
result,
our
business,
financialcondition
or
results
of
operations
could
be
adversely
affected.Litigation
and
indemnification
of
secondary
market
purchasers
could
have
a
material
and
adverse
effect
on
our
business,
financial
condition,
results
ofoperations
and
liquidity.In
connection
with
the
sale
of
loans
to
secondary
market
purchasers,
Home
Loan
Center,
Inc.
("HLC")
may
be
liable
for
certain
indemnification,
repurchaseand
premium
repayment
obligations.
For
example,
in
connection
with
the
sale
of
loans
to
secondary
market
purchasers,
HLC
made
certain
representationsregarding
related
borrower
credit
information,
loan
documentation
and
collateral.
To
the
extent
that
these
representations
were
incorrect,
HLC
may
be
required
torepurchase
loans
or
indemnify
secondary
market
purchasers
for
losses
due
to
borrower
defaults.
HLC
has
made
payments
for
these
liabilities
in
the
past
andexpects
to
make
payments
for
these
liabilities
in
the
future.We
continue
to
be
liable
for
these
indemnification
obligations,
repurchase
obligations
and
premium
repayment
obligations
following
the
sale
of
substantiallyall
of
the
operating
assets
of
our
LendingTree
Loans
business.
We
have
in
the
past
and
intend
to
continue
to
negotiate
in
the
future
with
secondary
marketpurchasers
to
settle
any
existing
and
future
contingent
liabilities,
but
we
cannot
assure
you
we
will
be
able
to
do
so
on
terms
acceptable
to
us,
or
at
all.
Theoccurrence
of
indemnification
claims,
repurchase
obligations
or
premium
repayments
beyond
our
reserves
for
these
contingencies,
or
our
inability
to
settle
withsecondary
market
purchasers,
may
have
a
material
and
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.Difficult
market
conditions
have
adversely
affected
the
mortgage
industry.Declines
in
the
housing
market
from
2006
through
early
2012,
as
measured
by
the
S&P/Case-Schiller
20-city
composite
home
price
index,
with
home
pricedeclines
and
increased
foreclosures,
unemployment
and
under-employment,
negatively
impacted
the
credit
performance
of
mortgage
loans
and
resulted
insignificant
write-downs
of
asset
values
by
financial
institutions,
including
government-sponsored
entities
as
well
as
major
commercial
and
investment
banks.These
write-downs,
initially
of
mortgage-backed
securities
but
subsequently
of
other
asset-backed
securities,
credit
default
swaps
and
other
derivative
and
cashsecurities,
in
turn,
caused
many
financial
institutions
to
seek
additional
capital,
merge
with
larger
and
stronger
institutions
and,
in
some
cases,
to
fail.12Table of ContentsReflecting
concern
about
the
stability
of
the
housing
markets
generally
and
the
strength
of
counterparties,
many
lenders
and
institutional
investors
reduced
orceased
providing
funding
to
borrowers,
including
to
other
financial
institutions.
This
market
disruption
and
tightening
of
credit
led
to
an
increased
level
ofcommercial
and
consumer
delinquencies,
lack
of
consumer
confidence
and
increased
market
volatility.
The
resulting
economic
pressure
on
consumers
and
lack
ofconfidence
in
the
financial
markets
has
had
in
the
past
and
may
have
in
the
future,
an
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.While
conditions
in
the
housing
markets
have
improved
since
2013,
the
failure
to
sustain
such
improvements
could
have
adverse
effects
on
us
and
ourNetwork
Lenders.
Further,
our
business
could
be
adversely
affected
by
the
actions
and
commercial
soundness
of
other
businesses
in
the
financial
services
sector.As
a
result,
defaults
by,
or
even
rumors
or
questions
about,
one
or
more
of
these
entities,
or
the
financial
services
industry
generally,
have
in
the
past,
and
may
inthe
future,
lead
to
market-wide
liquidity
problems
and
could
lead
to
disruptions
in
the
mortgage
industry.
Any
such
disruption
could
have
a
material
and
adverseeffect
on
our
business,
financial
condition
and
results
of
operations.A
significant
portion
of
our
revenue
growth
in
2017
has
been
driven
by
our
credit
card
product
through
our
acquisition
of
CompareCards,
which
wascompleted
in
November
2016.The
CompareCards
acquisition
poses
risks
for
our
ongoing
operations,
including,
among
others:•adverse
conditions
in
the
economy
may
affect
credit
card
issuers
and
their
willingness
to
issue
new
credit;•credit
losses
among
credit
card
issuers
may
increase
beyond
normal
and
budgeted
levels
which
could
cause
a
reduction
in
demand;•credit
card
issuers
and
other
advertisers
in
the
business
verticals
in
which
we
or
CompareCards
operate
may
be
unwilling
to
advertise
on
our
orCompareCards's
websites
or
mobile
applications;•changes
in
application
approval
rates
by
credit
card
issuer
customers;•increased
competition
and
its
effect
on
our
or
CompareCards's
website
traffic,
click-through
rates,
advertising
rates,
revenue,
margins,
and
market
share;•ability
to
provide
competitive
service
to
credit
card
issuers
and
to
consumers
using
CompareCards'
and
our
online
offerings
and
other
platforms;•credit
card
issuers
may
determine
that
the
online
digital
marketing
channel
is
no
longer
a
viable
marketing
platform
for
generating
new
credit
cardcustomers;•our
ability
to
maintain
brand
recognition
for
both
us
and
CompareCards
and
to
effectively
leverage
the
LendingTree
brand
with
the
CompareCards
brand;•our
ability
to
develop
new
products
and
services
and
enhance
existing
ones;•our
ability
to
retain
key
employees
of
CompareCards;•costs
and
expenses
associated
with
any
undisclosed
or
potential
liabilities;•that
the
business
acquired
in
the
acquisition
may
not
continue
to
perform
as
well
as
anticipated;
and•assumed
liabilities
associated
with
CompareCards'
historical
operations,
including
as
a
result
of
privacy
regulations
or
data
breaches.If
the
CompareCards
business
is
impacted
by
the
risks
described
above,
then
our
results
of
operations
and
future
growth
prospects
could
be
materially
andadversely
affected.A
portion
of
our
revenue
growth
in
recent
years
has
been
driven
by
personal
loan
offerings.
If
lenders
participating
on
our
marketplace
decide
to
reduce
theirofferings
of
personal
loans
or
if
such
loans
become
unattractive
to
consumers
because
of
higher
interest
rates
demanded
by
lenders,
then
our
results
ofoperations
and
future
growth
prospects
could
be
materially
and
adversely
affected.We
re-launched
our
personal
loan
product
in
the
third
quarter
of
2013.
Revenue
from
personal
loan
offerings
was
responsible
for
a
significant
portion
of
thegrowth
in
the
non-mortgage
revenue
over
the
last
few
years.
Revenue
from
our
personal
loan
product
increased
$21.8
million
in
2017
from
2016
and
$15.2
millionin
2016
from
2015.Personal
loans
are
unsecured
obligations
and
generally
carry
shorter
terms
and
smaller
loan
amounts
than
mortgages.
Because
they
are
unsecured,
they
aregenerally
riskier
assets
for
lenders
than
mortgages
or
other
secured
loans.
Consumer
demand
for
unsecured
loans
offered
on
our
marketplace
is
often
forrefinancing
of
higher
interest
credit
card
debt
or
for
a
lower
interest
alternative
to
credit
card
debt
for
a
contemplated
larger
purchase
that
would
otherwise
bepurchased
with
a
credit
card.
Lenders13Table of Contentsparticipating
on
our
marketplace
may
reduce
their
willingness
to
make
personal
loans
at
more
attractive
interest
rates
than
credit
card
debt
and
may
for
that
reason,or
for
any
other
reason,
reduce
their
demand
for
personal
loan
requests
generated
from
our
personal
loan
marketplace.
Reasons
that
lenders
might
reduce
theirwillingness
to
make
personal
loans
at
attractive
interest
rates
may
include
regulatory
changes,
stricter
institutional
lending
criteria,
a
lack
of
adequate
fundingsources
or
capital
for
loan
originations,
or
increased
borrower
default
levels,
which
may
occur
upon
adverse
changes
in
regional,
national
or
global
economicconditions.
Additionally,
lenders
may
tighten
their
underwriting
standards,
making
it
more
difficult
for
consumers
to
qualify
for
personal
loans.
If
lendersparticipating
on
our
marketplace
decide
to
reduce
their
offerings
of
personal
loans,
tighten
their
underwriting
standards,
or
if
personal
loans
become
unattractive
toconsumers
because
of
higher
interest
rates
demanded
by
lenders,
then
our
results
of
operations
and
future
growth
prospects
could
be
materially
and
adverselyaffected.Network
Lenders
affiliated
with
our
marketplaces
are
not
precluded
from
offering
products
and
services
outside
of
our
marketplaces,
or
obtaining
productsand
services
from
our
competitors.Because
our
businesses
do
not
have
exclusive
relationships
with
Network
Lenders,
consumers
may
obtain
loans
from
these
third-party
service
providerswithout
having
to
use
our
marketplaces.
Network
Lenders
can
offer
loans
directly
to
consumers
through
their
own
marketing
campaigns
or
other
traditionalmethods
of
distribution,
such
as
referral
arrangements,
physical
store-front
operations
or
broker
agreements.
Network
Lenders
may
also
offer
loans
and
services
toprospective
customers
online
directly,
through
one
or
more
online
competitors
of
our
businesses,
or
both.
If
a
significant
number
of
consumers
seek
loans
andservices
directly
from
Network
Lenders
or
through
our
competitors
as
opposed
to
through
our
marketplaces,
our
business,
financial
condition
and
results
ofoperations
could
be
materially
and
adversely
affected.Some
of
our
non-mortgage
products
are
new
to
the
market
and
may
fail
to
achieve
or
maintain
customer
acceptance
and
profitability.We
have
launched
new
non-mortgage
products
over
the
last
several
years.
We
do
not
have
as
much
experience
with
these
new
non-mortgage
products
as
withthe
mortgage
products
and
our
other
mature
non-mortgage
products.
Accordingly,
new
non-mortgage
products
may
be
subject
to
greater
risks
than
our
moremature
products.The
success
of
new
products
we
may
offer
will
depend
on
a
number
of
factors,
including:•Implementing,
at
an
acceptable
cost,
product
features
offered
by
our
competitors
and/or
expected
by
consumers
and
lenders;•Market
acceptance
by
consumers
and
lenders;•Offerings
by
current
and
future
competitors;•Our
ability
to
attract
and
retain
management
and
other
skilled
personnel
for
these
businesses;•Our
ability
to
collect
amounts
owed
to
us
from
third
parties;•Our
ability
to
develop
successful
and
cost-effective
marketing
campaigns;
and•Our
ability
to
timely
adjust
marketing
expenditures
in
relation
to
changes
in
demand
for
the
underlying
products
and
services
offered
by
our
leadpurchasers.Our
results
of
operations
may
suffer
if
we
fail
to
successfully
anticipate
and
manage
these
issues
associated
with
new
products.If
we
are
unable
to
continually
enhance
our
products
and
services
and
adapt
them
to
technological
changes
and
consumer
and
lender
and/or
lead
purchaserneeds,
including
the
emergence
of
new
computing
devices
and
more
sophisticated
online
services,
we
may
lose
market
share
and
revenue
and
our
businesscould
suffer.We
need
to
anticipate,
develop
and
introduce
new
products,
services
and
applications
on
a
timely
and
cost-effective
basis
that
keep
pace
with
technologicaldevelopments
and
changing
consumer
and
customer
needs.
For
example,
the
number
of
individuals
who
access
the
internet
through
devices
other
than
a
personalcomputer,
such
as
tablets,
mobile
telephones,
voice
assistants,
televisions
and
set-top
box
devices
has
increased
significantly
and
this
trend
is
likely
to
continue.Because
each
manufacturer
or
distributor
may
establish
unique
technical
standards
for
its
devices,
our
websites
may
not
be
functional
or
viewable
on
these
devices.Additionally,
new
devices
and
new
platforms
are
continually
being
released.
Consumers
access
many
traditional
web
services
on
mobile
devices
throughapplications,
or
apps.It
is
difficult
to
predict
the
problems
we
may
encounter
in
improving
our
websites'
functionality
with
these
alternative
devices
or
developing
apps
for
mobileplatforms.
If
we
fail
to
develop
our
websites
or
apps
to
respond
to
these
or
other
technological
developments
and
changing
consumer
and
customer
needs
costeffectively,
or
if
consumers
and
customers
respond
negatively
to14Table of Contentschanges,
we
may
lose
market
share,
which
could
materially
and
adversely
affect
our
business,
financial
condition
and
results
of
operations.We
improve
our
products
and
services
in
ways
that
forego
short-term
gains.We
are
constantly
striving
to
improve
the
user
experience
for
our
Network
Lenders
and
consumers
who
use
our
websites
and
applications.
Some
of
ourchanges
may
have
the
effect
of
reducing
our
short-term
revenue
or
profitability
if
we
believe
that
the
benefits
will
ultimately
improve
our
financial
performanceover
the
long-term.
Any
short-term
reductions
in
revenue
or
profitability
could
be
more
severe
than
we
anticipate
or
these
decisions
may
not
produce
the
long-termbenefits
that
we
expect,
in
which
case
our
business
and
results
of
operations
could
be
adversely
affected.We
may
fail
to
adequately
protect
our
intellectual
property
rights
or
may
be
accused
of
infringing
intellectual
property
rights
of
third
parties.We
regard
our
intellectual
property
rights,
including
patents,
service
marks,
trademarks
and
domain
names,
copyrights,
trade
secrets
and
similar
intellectualproperty
(as
applicable),
as
critical
to
our
success.
Our
businesses
also
rely
heavily
upon
software
codes,
informational
databases
and
other
components
that
makeup
their
products
and
services.We
rely
on
a
combination
of
laws
and
contractual
restrictions
with
employees,
customers,
suppliers,
affiliates
and
others
to
establish
and
protect
theseproprietary
rights.
Despite
these
precautions,
it
may
be
possible
for
a
third
party
to
copy
or
otherwise
obtain
and
use
trade
secrets
or
registered
intellectual
propertywithout
authorization
which,
if
discovered,
might
require
legal
action
to
correct.
In
addition,
third
parties
may
independently
and
lawfully
develop
substantiallysimilar
intellectual
properties.We
have
generally
registered
and
continue
to
apply
to
register,
or
secure
by
contract
when
appropriate,
our
principal
trademarks
and
service
marks
as
they
aredeveloped
and
used,
and
reserve
and
register
domain
names
when
and
where
we
deem
appropriate.
We
generally
consider
the
protection
of
our
trademarks
to
beimportant
for
purposes
of
brand
maintenance
and
reputation.
While
we
vigorously
protect
our
trademarks,
service
marks
and
domain
names,
effective
trademarkprotection
may
not
be
available
or
may
not
be
sought
in
every
country
in
which
products
and
services
are
made
available,
and
contractual
disputes
may
affect
theuse
of
marks
governed
by
private
contract.
Similarly,
not
every
variation
of
a
domain
name
may
be
available
or
be
registered,
even
if
available.
Our
failure
toprotect
our
intellectual
property
rights
in
a
meaningful
manner
or
challenges
to
related
contractual
rights
could
result
in
erosion
of
brand
names
and
limit
ourability
to
control
marketing
on
or
through
the
Internet
using
our
various
domain
names
or
otherwise,
which
could
materially
and
adversely
affect
our
business,financial
condition
and
results
of
operations.We
have
been
granted
patents
and
from
time
to
time
we
may
have
patent
applications
pending
with
the
United
States
Patent
and
Trademark
Office
and
variousforeign
patent
authorities
for
various
proprietary
technologies
and
other
inventions.
The
status
of
any
patent
involves
complex
legal
and
factual
questions,
and
thebreadth
of
claims
allowed
is
uncertain.
Accordingly,
any
patent
application
filed
may
not
result
in
a
patent
being
issued,
or
existing
or
future
patents
may
not
beadjudicated
valid
by
a
court
or
be
afforded
adequate
protection
against
competitors
with
similar
technology.
In
addition,
third
parties
may
create
new
products
ormethods
that
achieve
similar
results
without
infringing
upon
patents
that
we
own.Likewise,
the
issuance
of
a
patent
to
us
does
not
mean
that
our
processes
or
inventions
will
be
found
not
to
infringe
upon
patents
or
other
rights
previouslyissued
to
third
parties.From
time
to
time,
in
the
ordinary
course
of
business
we
are
subjected
to
legal
proceedings,
claims
and
counterclaims,
or
threatened
legal
proceedings,
claimsor
counterclaims,
including
allegations
relating
to
misappropriation
of
trade
secrets
or
infringement
of
the
trademarks,
copyrights,
patents
and
other
intellectualproperty
rights
of
third
parties.
In
addition,
litigation
may
be
necessary
in
the
future
to
enforce
our
intellectual
property
rights,
protect
trade
secrets
or
to
determinethe
validity
and
scope
of
proprietary
rights
claimed
by
others.
Any
litigation
of
this
nature,
regardless
of
outcome
or
merit,
could
result
in
substantial
costs
anddiversion
of
management
and
technical
resources,
any
of
which
could
materially
and
adversely
affect
our
business,
financial
condition
and
results
of
operations.Patent
litigation
tends
to
be
particularly
protracted
and
expensive.Our
framework
for
managing
risks
may
not
be
effective
in
mitigating
our
risk
of
loss.Our
risk
management
framework
seeks
to
mitigate
risk
and
appropriately
balance
risk
and
return.
We
have
established
processes
and
procedures
intended
toidentify,
measure,
monitor
and
report
the
types
of
risk
to
which
we
are
subject,
including
credit
risk,
market
risk,
liquidity
risk,
operational
risk,
legal
andcompliance
risk,
and
strategic
risk.
We
seek
to
monitor
and
control
our
risk
exposure
through
a
framework
of
policies,
procedures
and
reporting
requirements.There
may
be
risks
that
exist,
or
that
develop
in
the
future,
that
we
have
not
appropriately
anticipated,
identified
or
mitigated.
If
our
risk
management
frameworkdoes
not
effectively
identify
or
mitigate
our
risks,
we
could
suffer
unexpected
losses
and
could
be
materially
and
adversely
affected.The
intended
benefits
of
recent
acquisitions
may
not
be
realized.Our
acquisitions
pose
risks
for
our
ongoing
operations,
including,
among
others:15Table of Contents•that
senior
management’s
attention
may
be
diverted
from
the
management
of
daily
operations
to
the
integration
of
the
businesses
acquired
in
theacquisition;•we
may
be
unable
to
retain
key
employees
of
businesses
acquired;•costs
and
expenses
associated
with
any
undisclosed
or
potential
liabilities;•that
the
businesses
acquired
in
the
acquisition
may
not
perform
as
well
as
anticipated;•adverse
conditions
in
the
economy
may
affect
the
lenders
or
customers
of
the
acquired
businesses
and
their
willingness
to
issue
new
credit;•advertisers
in
the
business
verticals
in
which
we
or
the
acquired
businesses
operate
may
be
unwilling
to
advertise
on
our
websites
or
mobile
applications;•increased
competition
and
its
effect
on
our
or
the
acquired
businesses'
website
traffic,
click-through
rates,
submitted
consumer
loan
requests,
advertisingrates,
revenue,
margins,
and
market
share;•our
ability
to
maintain
brand
recognition
for
both
us
and
the
acquired
businesses
and
to
effectively
leverage
the
LendingTree
brand
with
the
newlyacquired
brands;•our
ability
to
develop
new
products
and
services
and
enhance
existing
ones;•assumed
liabilities
associated
with
the
historical
operations
of
the
acquired
businesses,
including
as
a
result
of
privacy
regulations
or
data
breaches.As
a
result
of
the
foregoing,
our
acquisitions
may
not
be
accretive
to
us
in
the
near
term
or
at
all.
Furthermore,
if
we
fail
to
realize
the
intended
benefits
of
thebusiness
acquired
in
the
acquisition,
the
market
price
of
our
common
stock
could
decline
to
the
extent
that
the
market
price
reflects
an
expectation
of
thosebenefits.Other
acquisitions
or
strategic
investments
that
we
pursue
may
not
be
successful
and
could
disrupt
our
business
and
harm
our
financial
condition.We
may
consider
or
undertake
strategic
acquisitions
of,
or
material
investments
in,
businesses,
products
or
technologies.
We
may
not
be
able
to
identifysuitable
acquisition
or
investment
candidates,
or
even
if
we
do
identify
suitable
candidates,
they
may
be
difficult
to
finance,
expensive
to
fund
and
there
is
noguarantee
that
we
can
obtain
any
necessary
regulatory
approvals
or
complete
such
transactions
on
terms
that
are
favorable
to
us.
To
the
extent
we
pay
the
purchaseprice
of
any
acquisition
or
investment
in
cash
or
through
borrowings
under
our
amended
and
restated
revolving
credit
facility,
it
would
reduce
our
cash
balancesand/or
result
in
indebtedness
we
must
service,
which
may
have
a
material
and
adverse
effect
on
our
business
and
financial
condition.
If
the
purchase
price
is
paidwith
our
stock,
it
would
be
dilutive
to
our
stockholders.
In
addition,
we
may
assume
liabilities
associated
with
a
business
acquisition
or
investment,
includingunrecorded
liabilities
that
are
not
discovered
at
the
time
of
the
transaction,
and
the
repayment
of
those
liabilities
may
have
a
material
and
adverse
effect
on
ourfinancial
condition.
There
may
also
be
litigation
or
other
claims
arising
in
connection
with
an
acquisition
itself.We
may
not
be
able
to
successfully
integrate
the
personnel,
operations,
businesses,
products
or
technologies
of
an
acquisition
or
investment.
Integration
maybe
particularly
challenging
if
we
enter
into
a
line
of
business
in
which
we
have
limited
experience
and
the
business
operates
in
a
difficult
legal,
regulatory
orcompetitive
environment.
We
may
find
that
we
do
not
have
adequate
operations
or
expertise
to
manage
the
new
business.
The
integration
of
any
acquisition
orinvestment
may
divert
management's
time
and
resources
from
our
core
business,
which
could
impair
our
relationships
with
our
current
employees,
customers
andstrategic
partners
and
disrupt
our
operations.
Acquisitions
and
investments
also
may
not
perform
to
our
expectations
for
various
reasons,
including
the
loss
of
keypersonnel
or
customers.
If
we
fail
to
integrate
acquisitions
or
investments
or
realize
the
expected
benefits,
we
may
lose
the
return
on
these
acquisitions
orinvestments
or
incur
additional
transaction
costs
and
our
business
and
financial
condition
may
be
harmed
as
a
result.If
we
fail
to
manage
our
growth
effectively,
our
business
and
results
of
operations
could
be
harmed.We
have
experienced
rapid
and
significant
growth
in
our
headcount
and
operations,
including
as
a
result
of
acquisitions,
which
places
substantial
demand
onmanagement
and
our
operational
infrastructure.
As
we
continue
to
grow,
we
must
effectively
integrate,
develop
and
motivate
a
large
number
of
new
employees,while
maintaining
the
beneficial
aspects
of
our
company
culture.
If
we
do
not
manage
the
growth
of
our
business
and
operations
effectively,
the
quality
of
ourservices
and
efficiency
of
our
operations
could
suffer,
which
could
harm
our
business
and
results
of
operations.16Table of ContentsWe
rely
on
the
performance
of
highly
skilled
personnel
and
if
we
are
unable
to
attract,
retain
and
motivate
well-qualified
employees,
our
business
could
beharmed.We
believe
our
success
has
depended,
and
continues
to
depend,
on
the
efforts
and
talents
of
our
management
team
and
our
highly
skilled
employees,
includingour
software
engineers,
analysts,
marketing
professionals
and
sales
staff.
Our
future
success
depends
on
our
continuing
ability
to
attract,
develop,
motivate
andretain
highly
qualified
and
skilled
employees.
The
loss
of
any
of
our
senior
management
or
key
employees
could
materially
and
adversely
affect
our
ability
to
buildon
the
efforts
they
have
undertaken
and
to
execute
our
business
plan,
and
we
may
not
be
able
to
find
adequate
replacements.
We
cannot
ensure
that
we
will
be
ableto
retain
the
services
of
any
members
of
our
senior
management
or
other
key
employees.
If
we
do
not
succeed
in
attracting
well-qualified
employees
or
retainingand
motivating
existing
employees,
our
business
and
results
of
operations
could
be
harmed.Network
Lenders
and
lead
purchasers
on
our
marketplaces
may
not
provide
competitive
levels
of
service
to
consumers,
which
could
materially
and
adverselyaffect
our
brands
and
businesses
and
their
ability
to
attract
consumers.The
ability
of
our
businesses
to
provide
consumers
with
a
high-quality
experience
depends,
in
part,
on
consumers
receiving
competitive
levels
of
convenience,customer
service,
price
and
responsiveness
from
Network
Lenders
and
lead
purchasers
participating
on
our
other
marketplaces
with
whom
they
are
matched.
Ifthese
providers
do
not
provide
consumers
with
competitive
levels
of
convenience,
customer
service,
price
and
responsiveness,
the
value
of
our
various
brands
maybe
harmed,
the
ability
of
our
businesses
to
attract
consumers
to
our
websites
may
be
limited
and
the
number
of
consumers
matched
through
our
marketplaces
maydecline,
which
could
have
a
material
and
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.A
significant
portion
of
our
total
revenue
is
derived
from
two
Network
Lenders,
and
our
results
from
operations
could
be
adversely
affected
and
stockholdervalue
harmed
if
we
lose
significant
business
from
either
of
these
Network
Lenders.For
the
years
ended
December
31,
2017,
2016
and
2015,
one
Network
Lender
accounted
for
11%
,
15%
and
11%
of
total
revenue.
For
the
years
endedDecember
31,
2016
and
2015,
another
Network
Lender
accounted
for
13%
and
12%
of
total
revenue.
If
either
of
these
significant
Network
Lenders
were
to
ceasepurchasing
loan
requests
and
we
were
unable
to
replace
the
associated
demand,
the
loss
could
have
a
material
adverse
effect
on
our
results
of
operations
in
theshort
term
and
potentially
also
the
longer
term.
Also,
if
either
Network
Lender
reduces
its
volume
of
loan
requests
for
any
reason,
our
business
could
be
adverselyaffected.Our
current
lack
of
geographic
diversity
exposes
us
to
risk.Our
operations
are
geographically
limited
to
and
dependent
upon
the
economic
condition
of
the
United
States.
As
a
result
of
this
geographical
concentration,we
are
more
vulnerable
to
downturns
or
other
conditions
that
affect
the
US
economy.
We
may
choose
to
expand
our
operations
in
order
to
increase
our
geographicdiversity,
and
if
we
do,
such
expansion
would
place
increased
responsibilities
on
our
management,
divert
resources
from
other
operations
and
expose
us
to
newrisks
of
foreign
operations.We
have
incurred
significant
operating
losses
in
the
past
and
we
may
not
be
able
to
generate
sufficient
revenue
to
be
profitable
over
the
long
term.We
have
incurred
operating
losses
from
continuing
operations
at
times
in
our
history,
and
although
we
were
profitable
in
2015,
2016
and
2017,
we
have
anaccumulated
deficit
of
$708.4
million
at
December
31,
2017
.
If
we
fail
to
maintain
or
grow
our
revenue
and
manage
our
expenses,
we
may
incur
significant
lossesin
the
future
and
not
be
able
to
maintain
profitability.U.S.
federal
income
tax
reform
could
adversely
affect
us.On
December
22,
2017,
President
Trump
signed
into
law
the
Tax
Cuts
and
Jobs
Act
(TCJA),
which
legislation
significantly
reforms
the
Internal
RevenueCode
of
1986,
as
amended.
This
tax
legislation
significantly
reduced
the
U.S.
statutory
corporate
tax
rate
and
made
other
changes
that
could
have
a
favorableimpact
on
our
overall
U.S.
federal
tax
liability
in
a
given
period.
However,
the
tax
legislation
also
included
a
number
of
provisions,
including,
but
not
limited
to,the
limitation
or
elimination
of
various
deductions
or
credits
(including
for
interest
expense
and
for
performance-based
compensation
under
Section
162(m)
of
theInternal
Revenue
Code),
the
changing
of
the
timing
of
the
recognition
of
certain
income
and
deductions
or
their
character,
and
the
limitation
of
asset
basis
undercertain
circumstances,
that
could
significantly
and
adversely
affect
our
U.S.
federal
income
tax
position.
The
legislation
also
made
changes
to
the
tax
rulesapplicable
to
financial
institutions
and
other
entities
with
which
we
do
business.We
revalued
deferred
tax
assets
at
December
31,
2017
in
light
of
the
changes
in
the
TCJA,
and
we
recorded
a
net
tax
expense
of
$9.1
million
during
the
fourthquarter
of
2017.
Our
determination
of
valuation
of
our
deferred
tax
assets
at
December
31,
2017
related
to
the
TCJA
is
provisional
and
is
subject
to
adjustmentduring
a
measurement
period
of
up
to
one
year
following
the
December
2017
enactment
of
the
TCJA,
as
provided
by
recent
SEC
guidance.17Table of ContentsThe
impact
of
the
TCJA
and
associated
anticipated
regulations
on
future
years
may
be
material
to
our
consolidated
financial
statements.
For
example,
we
havehistorically
relied
extensively
on
performance-based
compensation
for
our
executive
officers.
The
non-deductibility
of
future
performance-based
compensation
toexecutive
officers,
and
the
expanded
definition
of
“covered
employees”
whose
compensation
is
subject
to
Section
162(m)
may
have
material
adverse
effects
on
oureffective
tax
rates.
In
addition,
the
limitations
on
the
deductibility
of
interest
may
affect
our
anticipated
tax
benefits
for
the
convertible
note
and
hedge
transactionsdescribed
in
Note
11—Debt
to
the
consolidated
financial
statements
included
elsewhere
in
this
report.
We
continue
to
examine
the
impact
this
tax
reformlegislation
may
have
on
our
business.
The
impact
of
this
tax
reform
on
holders
of
our
common
stock
is
uncertain
and
could
be
adverse.
Similarly,
changes
in
taxlaws
and
regulations
that
impact
our
Network
Lenders
and
lead
purchasers
or
the
economy
generally
may
also
impact
our
financial
condition
and
results
ofoperations.In
addition,
tax
laws
and
regulations
are
complex
and
subject
to
varying
interpretations,
and
any
significant
failure
to
comply
with
applicable
tax
laws
andregulations
in
all
relevant
jurisdictions
could
give
rise
to
substantial
penalties
and
liabilities.
Any
changes
in
enacted
tax
laws
(such
as
the
recent
U.S.
taxlegislation),
rules
or
regulatory
or
judicial
interpretations;
any
adverse
outcome
in
connection
with
tax
audits
in
any
jurisdiction;
or
any
change
in
thepronouncements
relating
to
accounting
for
income
taxes
could
materially
and
adversely
impact
our
effective
tax
rate,
tax
payments,
financial
condition
and
resultsof
operations.Our
ability
to
use
our
net
operating
loss
carryforwards
and
certain
other
tax
attributes
may
be
limited.As
of
December
31,
2017,
we
had
pre-tax
consolidated
federal
net
operating
losses
(“NOLs”)
of
$5.8
million.
The
federal
NOLs
will
expire
in
2030.
OurNOLs
will
be
available
to
offset
taxable
income
(until
such
NOLs
are
either
used
or
expire)
subject
to
the
limitations
found
in
Internal
Revenue
Code
Sections
382and
383.
In
addition,
we
have
state
NOLs
of
approximately
$190.4
million
at
December
31,
2017,
that
will
expire
at
various
times
between
2018
and
2038.
If
weexperience
one
or
more
ownership
changes
in
the
future
as
a
result
of
future
transactions
in
our
stock,
our
ability
to
utilize
NOLs
could
be
limited.
Our
ability
touse
our
NOLs
was
limited
by
the
TCJA.
See
"U.S.
federal
income
tax
reform
could
adversely
affect
us."We
will
experience
costs
and
risks
associated
with
a
two-building
office
complex
we
purchased
in
Charlotte,
North
Carolina.In
December
2016,
our
subsidiary,
Rexford
Office
Holdings,
LLC,
completed
the
purchase
of
two
office
buildings
in
Charlotte,
North
Carolina
for
anaggregate
purchase
price
of
$23.5
million.
We
occupy
a
portion
of
this
space
and
intend
to
relocate
our
corporate
headquarters
to
these
buildings
at
some
point
inthe
future.
Additionally,
we
currently
lease
a
portion
of
this
space
to
other
tenants.
There
are
costs
and
risks
associated
with
owning
and
leasing
real
estate
that
mayapply
to
us
in
connection
with
owning
and
leasing
these
properties,
including:•real
estate
taxes
and
maintenance
costs;•financial
difficulties
or
lease
defaults
by
our
tenants;•tenant
turnover
and
loss
of
potential
tenants
to
competing
landlords;•actions
by
competing
landlords
that
may
decrease
or
prevent
increases
in
the
occupancy
and
rental
rates
of
our
properties;•costs
of
compliance
with
governmental
rules
and
regulations,
including
the
Americans
with
Disabilities
Act,
and
zoning
laws
and
potential
liabilitythereunder;•changes
in
the
cost
or
availability
of
adequate
insurance,
including
coverage
for
mold
and
asbestos;•costs
associated
with
environmental
conditions
or
retained
liabilities
for
such
conditions;•less
flexibility
to
move
into
alternative
space
or
expand
into
alternative
geographic
locations
than
we
might
have
if
we
leased
our
primary
headquarters;•costs
associated
with
remodeling
the
buildings
for
our
corporate
headquarters;•securing
required
governmental
construction,
zoning
or
other
approvals
and
permits;•management
of
modifications
in
the
design
to
the
size
and
scope
of
the
remodeling
or
other
unforeseen
engineering
problems;•relocation
costs
associated
with
the
movement
of
employees;
and•lost
employee
productivity
resulting
from
frequent
work
location
changes
necessitated
by
our
growth.Any
of
these
costs
and
risks
may
negatively
impact
our
earnings
and
cause
our
stock
price
to
decline.18Table of ContentsOur
amended
and
restated
revolving
credit
facility
contains
financial
covenants
and
other
restrictions
on
our
actions,
and
it
could
therefore
limit
ouroperational
flexibility
or
otherwise
adversely
affect
our
financial
condition.
Failure
to
comply
with
the
terms
of
any
such
facility
could
impair
our
rights
to
theassets
that
have
been
pledged
as
collateral
under
the
facility.On
November
21,
2017,
our
wholly-owned
subsidiary
LendingTree,
LLC
entered
into
an
amended
and
restated
$250.0
million
five-year
senior
securedrevolving
credit
facility
which
matures
on
November
21,
2022
(the
"Revolving
Credit
Facility").
Borrowings
under
the
Revolving
Credit
Facility
can
be
used
tofinance
working
capital
needs,
capital
expenditures,
and
general
corporate
purposes,
including
to
finance
permitted
acquisitions.
We
do
not
currently
have
anyborrowings
outstanding
under
the
Revolving
Credit
Facility.The
Revolving
Credit
Facility
contains
a
restrictive
financial
covenant,
which
limits
the
total
consolidated
debt
to
an
EBITDA
ratio.
In
addition,
the
RevolvingCredit
Facility
contains
customary
affirmative
and
negative
covenants,
including,
subject
to
certain
exceptions,
restrictions
on
our
ability
to,
among
other
things:•incur
additional
indebtedness;•grant
liens;•make
loans
and
investments;•enter
into
mergers
or
make
certain
fundamental
changes;•make
certain
restricted
payments,
including
dividends,
distributions,
stock
repurchases
or
redemptions;•sell
assets;•enter
into
transactions
with
affiliates;•enter
into
restrictive
transactions;•enter
into
sale
and
leaseback
transactions;•enter
into
hedging
transactions;
and•engage
in
certain
other
transactions
without
the
prior
consent
of
the
lenders.The
Revolving
Credit
Facility
requires
LendingTree,
LLC
to
pledge
as
collateral,
subject
to
certain
customary
exclusions,
substantially
all
of
its
assets,including
100%
of
its
equity
in
all
of
its
domestic
subsidiaries
and
66%
of
the
voting
equity,
and
100%
of
the
non-voting
equity,
in
all
of
its
material
foreignsubsidiaries
(of
which
there
are
currently
none).
The
obligations
under
this
facility
are
unconditionally
guaranteed
on
a
senior
basis
by
LendingTree,
Inc.
andmaterial
domestic
subsidiaries
of
LendingTree,
LLC,
which
guaranties
are
secured
by
a
pledge
as
collateral,
subject
to
certain
customary
exclusions,
of
100%
ofeach
such
guarantor's
assets,
including
100%
of
each
such
guarantor’s
equity
in
all
of
its
domestic
subsidiaries
and
66%
of
the
voting
equity,
and
100%
of
the
non-voting
equity,
in
all
of
its
material
foreign
subsidiaries
(of
which
there
are
currently
none).If
an
event
of
default
occurs
or
if
we
otherwise
fail
to
comply
with
any
of
the
negative
or
affirmative
covenants
of
the
Revolving
Credit
Facility,
the
lendersmay
declare
all
of
the
obligations
and
indebtedness
under
such
facility
due
and
payable.
In
such
a
scenario,
the
lenders
could
exercise
their
lien
on
the
pledgedcollateral,
which
would
have
a
material
adverse
effect
on
our
business,
operations,
financial
condition
and
liquidity.
For
additional
information
on
the
RevolvingCredit
Facility,
see Note
11
—Debt,
in
the
notes
to
the
consolidated
financial
statements
included
elsewhere
in
this
report.If
our
goodwill
or
indefinite-lived
intangible
assets
become
impaired,
we
may
be
required
to
record
a
significant
charge
to
earnings.Under
accounting
principles
generally
accepted
in
the
United
States
of
America
("GAAP"),
we
review
the
carrying
value
of
goodwill
and
indefinite-livedintangible
assets
on
an
annual
basis
as
of
October
1,
or
more
frequently
if
an
event
occurs
or
circumstances
change
that
would
more
likely
than
not
reduce
the
fairvalue
of
a
reporting
unit
below
its
carrying
value.
Factors
that
may
be
considered
a
change
in
circumstances,
indicating
that
the
carrying
value
of
our
goodwill
orindefinite-lived
intangible
assets
may
not
be
recoverable,
include
a
decline
in
stock
price
and
market
capitalization,
reduced
future
cash
flow
estimates
and
slowergrowth
rates
in
our
industry
or
our
customers'
industries.
We
may
be
required
to
record
a
significant
charge
in
our
financial
statements
during
a
period
in
whichany
impairment
of
our
goodwill
or
indefinite-lived
intangible
assets
is
determined,
negatively
impacting
our
results
of
operations.Charges
to
earnings
resulting
from
acquisitions
may
adversely
affect
our
operating
results.Under
GAAP,
when
we
acquire
businesses,
we
allocate
the
purchase
price
to
tangible
assets
and
liabilities
and
identifiable
intangible
assets
acquired
at
theiracquisition
date
fair
values.
Any
residual
purchase
price
is
recorded
as
goodwill.
We
also
estimate19Table of Contentsthe
fair
value
of
any
contingent
consideration.
Our
estimates
of
fair
value
are
based
upon
assumptions
believed
to
be
reasonable
but
which
are
uncertain
andinvolve
significant
judgments
by
management.
After
we
complete
an
acquisition,
the
following
factors
could
result
in
material
charges
and
adversely
affect
ouroperating
results
and
may
adversely
affect
our
cash
flows:•costs
incurred
to
combine
the
operations
of
companies
we
acquire,
such
as
transitional
employee
expenses
and
employee
retention
or
relocation
expenses;•impairment
of
goodwill
or
intangible
assets;•a
reduction
in
the
useful
lives
of
intangible
assets
acquired;•impairment
of
long-lived
assets;•identification
of,
or
changes
to,
assumed
contingent
liabilities;•changes
in
the
fair
value
of
any
contingent
consideration;•charges
to
our
operating
results
due
to
duplicative
pre-merger
activities;•charges
to
our
operating
results
from
expenses
incurred
to
effect
the
acquisition;
and•charges
to
our
operating
results
due
to
the
expensing
of
certain
stock
awards
assumed
in
an
acquisition.Substantially
all
of
these
potential
charges
would
be
accounted
for
as
expenses
that
would
decrease
our
net
income
and
earnings
per
share
for
the
periods
inwhich
those
costs
are
incurred.
Charges
to
our
operating
results
in
any
given
period
could
differ
substantially
from
other
periods
based
on
the
timing
and
size
ofour
acquisitions
and
the
extent
of
acquisition
accounting
adjustments.In
particular,
we
acquired
CompareCards
in
November
2016
for
$80.7
million
in
cash
at
closing
and
contingent
consideration
payments
of
up
to
$22.5
millionfor
each
of
2017
and
2018.
We
assigned
a
fair
value
of
the
contingent
consideration
of
$23.1
million.
We
will
reassess
this
fair
value
quarterly,
and
increases
ordecreases
based
on
the
actual
performance
of
CompareCards
against
the
contingent
consideration
targets
or
other
factors
will
cause
decreases
or
increases,respectively,
in
our
results
of
operations.
During
2017,
we
incurred
$21.2
million
of
contingent
consideration
expense
due
to
the
change
in
estimated
fair
value
ofthe
earnout
payments.Additionally,
we
have
completed
other
acquisitions
with
potential
future
contingent
consideration
payments.
We
will
reassess
the
fair
value
of
our
contingentconsideration
obligations
on
a
quarterly
basis
and
adjustments
will
be
reflected
in
our
results
of
operations.
These
quarterly
adjustments
could
have
a
materialadverse
effect
on
our
results
of
operations.Risks Related to Compliance and RegulationFailure
to
comply
with
past,
existing
or
new
laws,
rules
and
regulations,
or
to
obtain
and
maintain
required
licenses,
could
materially
and
adversely
affect
ourbusiness,
financial
condition
and
results
of
operations.We
market
and
provide
services
in
heavily
regulated
industries
through
a
number
of
different
channels
across
the
United
States.
As
a
result,
our
businesseshave
been
and
remain
subject
to
a
variety
of
statutes,
rules,
regulations,
policies
and
procedures
in
various
jurisdictions
in
the
United
States,
which
are
subject
tochange
at
any
time.
The
failure
of
our
businesses
to
comply
with
past,
existing
or
new
laws,
rules
and
regulations,
or
to
obtain
and
maintain
required
licenses,could
result
in
administrative
fines
and/or
proceedings
against
us
or
our
businesses
by
governmental
agencies
and/or
litigation
by
consumers,
which
couldmaterially
and
adversely
affect
our
business,
financial
condition
and
results
of
operations
and
our
brand.Our
businesses
conduct
marketing
activities
via
the
telephone,
the
mail
and/or
through
online
marketing
channels,
which
general
marketing
activities
aregoverned
by
numerous
federal
and
state
regulations,
such
as
the
Telemarketing
Sales
Rule,
state
telemarketing
laws,
federal
and
state
privacy
laws,
the
CAN-SPAM
Act,
the
Telephone
Consumer
Protection
Act
and
the
Federal
Trade
Commission
Act
and
its
accompanying
regulations
and
guidelines,
among
others.Increased
regulation
by
the
U.S.
Federal
Trade
Commission
("FTC")
and
Federal
Communications
Commission
("FCC")
has
resulted
in
restrictions
on
telephonecalls
to
residential
and
wireless
telephone
subscribers.Additional
federal,
state
and
in
some
instances,
local
laws
regulate
secured
and
unsecured
lending
activities,
which
impacts
the
marketplace,
lenders
andconsumers.
These
laws
generally
regulate
the
manner
in
which
lending
and
lending-related
activities
are
marketed
or
made
available,
including
advertising
andother
consumer
disclosures,
payments
for
services
and
record
keeping
requirements;
these
laws
include
RESPA,
the
Fair
Credit
Reporting
Act,
the
Truth
inLending
Act,
the
Equal
Credit
Opportunity
Act,
the
Fair
Housing
Act
and
various
state
laws.
State
laws
often
restrict
the
amount
(and
nature)
of
interest
and
feesthat
may
be
charged
by
a
lender
or
mortgage
broker,
or
otherwise
regulate
the
manner
in
which
lenders
or
mortgage
brokers
operate
or
advertise.20Table of ContentsFailure
to
comply
with
applicable
laws
and
regulatory
requirements
may
result
in,
among
other
things,
revocation
of
or
inability
to
renew
required
licenses
orregistrations,
loss
of
approval
status,
termination
of
contracts
without
compensation,
administrative
enforcement
actions
and
fines,
private
lawsuits,
including
thosestyled
as
class
actions,
cease
and
desist
orders
and
civil
and
criminal
liability.Most
states
require
licenses
to
solicit,
broker
or
make
loans
secured
by
residential
mortgages
and
other
consumer
loans
to
residents
of
those
states,
as
well
asto
operate
real
estate
referral
and
brokerage
services,
and
in
many
cases
require
the
licensure
or
registration
of
individual
employees
engaged
in
aspects
of
thesebusinesses.
Further,
as
mandated
by
the
federal
Secure
and
Fair
Enforcement
for
Mortgage
Licensing
Act
(the
"SAFE
Act"),
states
adopted
certain
minimumstandards
for
the
licensing
of
individuals
involved
in
mortgage
lending
or
loan
brokering.
Compliance
with
these
requirements
may
render
it
more
difficult
for
usand
our
Network
Lenders
to
operate
or
may
raise
our
internal
costs
or
the
costs
of
our
Network
Lenders,
which
may
be
passed
on
to
us
through
less
favorablecommercial
arrangements.
While
our
businesses
have
endeavored
to
comply
with
applicable
requirements,
the
application
of
these
requirements
to
personsoperating
online
is
not
always
clear.
Moreover,
any
of
the
licenses
or
rights
currently
held
by
our
businesses
or
our
employees
may
be
revoked
prior
to,
or
may
notbe
renewed
upon,
their
expiration.
In
addition,
our
businesses
or
our
employees
may
not
be
granted
new
licenses
or
rights
for
which
they
may
be
required
to
applyfrom
time
to
time
in
the
future.Likewise,
states
or
municipalities
may
adopt
statutes
or
regulations
making
it
unattractive,
impracticable
or
infeasible
for
our
businesses
to
continue
to
conductbusiness
in
such
jurisdictions.
The
withdrawal
from
any
jurisdiction
due
to
emerging
legal
requirements
could
materially
and
adversely
affect
our
business,financial
condition
and
results
of
operations.Our
businesses
are
also
subject
to
various
state,
federal
and/or
local
laws,
rules
and
regulations
that
regulate
the
amount
and
nature
of
fees
that
may
be
chargedfor
transactions
and
incentives,
such
as
rebates,
that
may
be
offered
to
consumers
by
our
businesses,
as
well
as
the
manner
in
which
these
businesses
may
offer,advertise
or
promote
transactions.
For
example,
RESPA
generally
prohibits
the
payment
or
receipt
of
referral
fees
and
fee
shares
or
splits
in
connection
withresidential
mortgage
loan
transactions,
subject
to
certain
exceptions.
The
applicability
of
referral
fee
and
fee
sharing
prohibitions
to
lenders
and
real
estateproviders,
including
online
networks,
may
have
the
effect
of
reducing
the
types
and
amounts
of
fees
that
may
be
charged
or
paid
in
connection
with
real
estate-secured
loan
offerings
or
activities,
including
mortgage
brokerage,
lending
and
real
estate
brokerage
services,
or
otherwise
limiting
our
and
our
Network
Lenders'ability
to
conduct
marketing
and
referral
activities.Various
federal,
state
and,
in
some
instances,
local,
laws
also
prohibit
unfair
and
deceptive
sales
practices.
We
have
adopted
appropriate
policies
andprocedures
to
address
these
requirements
(such
as
appropriate
consumer
disclosures
and
call
scripting,
call
monitoring
and
other
quality
assurance
and
compliancemeasures),
but
it
is
not
possible
to
ensure
that
all
employees
comply
with
our
policies
and
procedures
at
all
times.Compliance
with
these
laws,
rules
and
regulations
is
a
significant
component
of
our
internal
costs,
and
new
laws,
rules
and
regulations
are
frequently
proposedand
adopted,
requiring
us
to
adopt
new
procedures
and
practices.
Changes
to
existing
laws,
rules
and
regulations
or
changes
to
interpretation
of
existing
laws,
rulesand
regulations
could
result
in
further
restriction
of
activities
incidental
to
our
business
and
could
have
a
material
and
adverse
effect
on
our
business,
results
ofoperation
and
financial
condition.Parties
through
which
our
businesses
conduct
business
similarly
may
be
subject
to
federal
and
state
regulation.
These
parties
typically
act
as
independentcontractors
and
not
as
agents
in
their
solicitations
and
transactions
with
consumers.
We
cannot
ensure
that
these
entities
will
comply
with
applicable
laws
andregulations
at
all
times.
Failure
on
the
part
of
a
lender,
website
operator
or
other
third
party
to
comply
with
these
laws
or
regulations
could
result
in,
among
otherthings,
claims
of
vicarious
liability
or
a
negative
impact
on
our
reputation
and
business.Regulatory
authorities
and
private
plaintiffs
may
allege
that
we
failed
to
comply
with
applicable
laws,
rules
and
regulations
where
we
believe
we
havecomplied.
These
allegations
may
relate
to
past
conduct
and/or
past
business
operations,
such
as
our
discontinued
mortgage
origination
operation
(which
wassubject
to
various
state
and
local
laws,
rules
and
regulations).
Even
allegations
that
our
activities
have
not
complied
or
do
not
comply
with
all
applicable
laws
andregulations
may
have
a
material
and
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.
The
alleged
violation
of
such
laws,
rules
orregulations
may
entitle
an
individual
plaintiff
to
seek
monetary
damages,
or
may
entitle
an
enforcing
government
agency
to
seek
significant
civil
or
criminalpenalties,
costs
and
attorneys'
fees.
Regardless
of
its
merit,
an
allegation
typically
requires
legal
fee
expenditures
to
defend
against.
We
have
in
the
past
and
may
inthe
future
decide
to
settle
allegations
of
non-compliance
with
laws,
rules
and
regulations
when
we
determine
that
the
cost
of
settlement
is
less
than
the
cost
and
riskof
continuing
to
defend
against
an
allegation.
Settlements
may
require
us
to
pay
monetary
fines
and
may
require
us
to
adopt
new
procedures
and
practices,
whichmay
render
it
more
difficult
to
operate
or
may
raise
our
internal
costs.
The
future
occurrence
of
one
or
more
of
these
events
could
have
a
material
and
adverseeffect
on
our
business,
financial
condition
and
results
of
operations.In
response
to
conditions
in
the
U.S.
financial
markets
and
economy,
as
well
as
a
heightened
regulatory
and
Congressional
focus
on
consumer
lending,regulators
have
increased
their
scrutiny
of
the
financial
services
industry,
the
result
of
which
has
included
new
regulations
and
guidance.
We
are
unable
to
predictthe
long-term
impact
of
this
enhanced
scrutiny.
We
are
also21Table of Contentsunable
to
predict
whether
any
additional
or
similar
changes
to
statutes
or
regulations,
including
the
interpretation
or
implementation
thereof,
will
occur
in
thefuture.The
collection,
processing,
storage,
use
and
disclosure
of
personal
data
could
give
rise
to
liabilities
as
a
result
of
governmental
regulation,
conflicting
legalrequirements
or
differing
views
of
personal
privacy
rights.In
the
processing
of
consumer
transactions,
our
businesses
receive,
transmit
and
store
a
large
volume
of
personally
identifiable
information
and
other
userdata.
The
collection,
sharing,
use,
disclosure
and
protection
of
this
information
are
governed
by
the
privacy
and
data
security
policies
maintained
by
us
and
ourbusinesses.
Moreover,
there
are
federal,
state
and
international
laws
regarding
privacy
and
the
storing,
sharing,
use,
disclosure
and
protection
of
personallyidentifiable
information
and
user
data.
Specifically,
personally
identifiable
information
is
increasingly
subject
to
legislation
and
regulations
in
numerousjurisdictions
around
the
world,
the
intent
of
which
is
to
protect
the
privacy
of
personal
information
that
is
collected,
processed
and
transmitted
in
or
from
thegoverning
jurisdiction.
In
the
United
States,
regulations
and
interpretations
concerning
personally
identifiable
and
data
security
promulgated
by
state
and
federalregulators,
including
the
CFPB
and
FTC,
could
conflict
or
give
rise
to
differing
views
of
personal
privacy
rights.
We
could
be
materially
and
adversely
affected
iflegislation
or
regulations
are
expanded
to
require
changes
in
business
practices
or
privacy
policies,
or
if
governing
jurisdictions
interpret
or
implement
theirlegislation
or
regulations
in
ways
that
negatively
affect
our
business,
financial
condition
and
results
of
operations.Our
failure,
and/or
the
failure
by
the
various
third-party
vendors
and
service
providers
with
whom
we
do
business,
to
comply
with
applicable
privacy
policiesor
federal,
state
or
similar
international
laws
and
regulations
or
any
compromise
of
security
that
results
in
the
unauthorized
release
of
personally
identifiableinformation
or
other
user
data
could
damage
the
reputation
of
these
businesses,
discourage
potential
users
from
our
products
and
services
and/or
result
in
finesand/or
proceedings
by
governmental
agencies
and/or
consumers,
one
or
all
of
which
could
materially
and
adversely
affect
our
business,
financial
condition
andresults
of
operations.Changes
in
the
regulation
of
the
Internet
could
negatively
affect
our
business.Laws,
rules
and
regulations
governing
Internet
communications,
advertising
and
e-commerce
are
dynamic
and
the
extent
of
future
government
regulation
isuncertain.
Federal
and
state
regulations
govern
various
aspects
of
our
online
business,
including
intellectual
property
ownership
and
infringement,
trade
secrets,
thedistribution
of
electronic
communications,
marketing
and
advertising,
user
privacy
and
data
security,
search
engines
and
Internet
tracking
technologies.
Futuretaxation
on
the
use
of
the
Internet
or
e-commerce
transactions
could
also
be
imposed.
Existing
or
future
regulation
or
taxation
could
hinder
growth
in
or
negativelyimpact
the
use
of
the
Internet
generally,
including
the
viability
of
Internet
e-commerce,
which
could
reduce
our
revenue,
increase
our
operating
expenses
andexpose
us
to
significant
liabilities.If
Network
Lenders
fail
to
produce
required
documents
for
examination
by,
or
other
affiliated
parties
fail
to
make
certain
filings
with,
state
regulators,
we
maybe
subject
to
fines,
forfeitures
and
the
revocation
of
required
licenses.Some
of
the
states
in
which
our
businesses
maintain
licenses
require
them
to
collect
various
loan
documents
from
Network
Lenders
and
produce
thesedocuments
for
examination
by
state
regulators.
While
Network
Lenders
are
contractually
obligated
to
provide
these
documents
upon
request,
these
measures
maybe
insufficient.
Failure
to
produce
required
documents
for
examination
could
result
in
fines,
as
well
as
the
revocation
of
our
licenses
to
operate
in
certain
states,which
could
have
a
material
and
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.Regulations
promulgated
by
some
states
may
impose
compliance
obligations
on
directors,
executive
officers,
large
customers
and
any
person
who
acquires
acertain
percentage
(for
example,
10%
or
more)
of
the
equity
in
a
licensed
entity,
including
requiring
such
persons
to
periodically
file
financial
and
other
personaland
business
information
with
state
regulators.
If
any
such
person
refuses
or
fails
to
comply
with
these
requirements,
we
may
be
unable
to
obtain
certain
licensesand
existing
licensing
arrangements
may
be
jeopardized.
The
inability
to
obtain,
or
the
loss
of,
required
licenses
could
have
a
material
and
adverse
effect
on
ourbusiness,
financial
condition
and
results
of
operations.Risks Related to an Investment in our Common StockFluctuations
in
our
operating
results,
quarter
to
quarter
earnings
and
other
factors
may
result
in
significant
decreases
in
the
price
of
our
common
stock.The
market
price
for
our
common
stock
has
been
volatile
since
our
spin-off.
In
addition,
the
trading
volume
in
our
common
stock
has
fluctuated
and
maycontinue
to
fluctuate,
causing
significant
price
variations
to
occur.
As
of
December
31,
2017,
since
our
spin-off,
the
price
per
share
of
our
common
stock
hasfluctuated
from
an
intra-day
low
of
$1.42
per
share
to
an
intra-day
high
of
$355.80
per
share.
The
market
price
of
our
common
stock
may
fluctuate
or
declinesignificantly
in
the
future.
Some
of
the22Table of Contentsfactors
that
could
negatively
affect
the
price
of
our
common
stock
or
result
in
fluctuations
in
the
price
or
trading
volume
of
our
common
stock
include:•variations
in
our
quarterly
operating
and
financial
results;•variations
in
our
projected
operating
and
financial
results;•failure
to
meet
analysts'
earnings
estimates;•publication
of
research
reports
about
us,
our
Network
Lenders
or
our
industry
or
the
failure
of
securities
analysts
to
cover
our
common
shares
or
ourindustry;•additions
or
departures
of
key
management
personnel;•adverse
market
reaction
to
any
indebtedness
we
may
incur
or
preferred
or
common
shares
we
may
issue
in
the
future;•changes
in
our
dividend
payment
policy
or
failure
to
execute
our
existing
policy;•actions
by
shareholders;•changes
in
market
valuations
of
other
companies
in
our
industry,
including
our
customers
and
competitors;•announcements
by
us
or
our
competitors
of
significant
contracts,
acquisitions,
dispositions,
strategic
partnerships,
joint
ventures
or
capital
commitments;•speculation
in
the
press
or
investment
community,
including
short
selling;•changes
or
proposed
changes
in
laws
or
regulations
affecting
our
industry
or
enforcement
of
these
laws
and
regulations,
or
announcements
relating
tothese
matters;•changes
in
estimated
fair
value
of
contingent
consideration
related
to
acquisitions;
and•changes
in
general
economic
or
market
conditions.Recently,
and
in
the
past,
the
stock
market
has
experienced
extreme
price
and
volume
fluctuations.
These
market
fluctuations
could
result
in
extreme
volatilityin
the
trading
price
of
our
common
stock,
which
could
cause
a
decline
in
the
value
of
your
investment
in
our
common
shares.
In
addition,
the
trading
price
of
ourcommon
stock
could
decline
for
reasons
unrelated
to
our
business
or
financial
results,
including
in
reaction
to
events
that
affect
other
companies
in
our
industryeven
if
those
events
do
not
directly
affect
us.
You
should
also
be
aware
that
price
volatility
may
be
greater
if
the
public
float
and
trading
volume
of
our
commonstock
are
low.
These
factors
may
result
in
short-term
or
long-term
negative
pressure
on
the
value
of
our
common
stock.If
securities
or
industry
analysts
do
not
publish
research
or
publish
inaccurate
or
unfavorable
research
about
our
business,
our
stock
price
and
trading
volumecould
decline.The
trading
market
for
internet
marketplace
operators
and
lead-generation
companies
depends,
in
part,
on
the
research
and
reports
that
securities
or
industryanalysts
publish
about
the
industry
and
specific
companies.
If
one
or
more
analysts
covering
us
currently
or
in
the
future
fail
to
publish
reports
on
us
regularly,demand
for
our
common
stock
could
decline,
which
could
cause
our
stock
price
and
trading
volume
to
decline.
If
one
or
more
recognized
securities
or
industryanalysts
that
cover
our
company
or
our
industry
in
the
future
downgrades
our
common
stock
or
publishes
inaccurate
or
unfavorable
research
about
our
business
orindustry,
our
stock
price
would
likely
decline.Two
holders
of
our
common
stock
own
a
substantial
portion
of
our
outstanding
common
stock,
which
concentrates
voting
control
and
limits
your
ability
toinfluence
corporate
matters.As
of
February
21,
2018
,
Douglas
Lebda,
our
Chairman
and
Chief
Executive
Officer,
beneficially
owned
approximately
20%
of
our
outstanding
commonstock.
Additionally,
Mr.
Lebda
holds
restricted
stock
unit
awards
representing
9,896
shares
and
options
to
purchase
a
maximum
of
748,805
shares
that
are
notincluded
in
beneficial
ownership
because
Mr.
Lebda
does
not
have
the
right
to
acquire
them
within
60
days.
If
these
restricted
stock
units
were
to
settle
and
theseoptions
were
exercisable,
they
would
represent
additional
beneficial
ownership
of
approximately
4%
of
our
outstanding
common
stock.
As
of
February
21,
2018
,Liberty
Interactive
Corporation
beneficially
owned
approximately
26%
of
our
outstanding
common
stock.
Liberty
Interactive
also
has
the
right
to
nominate
20%
ofthe
total
number
of
directors
serving
on
the
board,
rounded
up.
Two
of
our
ten
directors,
Neal
Dermer
and
Craig
Troyer,
were
nominated
by
Liberty
Interactive.Therefore,
for
the
foreseeable
future,
Mr.
Lebda
and
Liberty
Interactive
will
each
have
influence
over
our
management
and
affairs
and
all
matters
requiringshareholder
approval,
including
the
election
or
removal
(with
or
without
cause)
of
directors
and
approval
of
any
significant
corporate
transaction,
such
as
a
mergeror
other
sale
of
us
or
our
assets.
The
interests
of
Mr.
Lebda
or
Liberty
Interactive
may
not
necessarily
align
with
the
interests
of
our
other
stockholders.
Mr.
Lebdaor
Liberty
Interactive
could23Table of Contentselect
to
sell
a
significant
interest
in
us
and
you
may
receive
less
than
the
then-current
fair
market
value
or
the
price
you
paid
for
your
shares
as
a
result
of
suchtransaction.
This
concentrated
control
could
delay,
defer
or
prevent
a
change
of
control,
merger,
consolidation,
takeover
or
other
business
combination
involving
usthat
other
stockholders
may
otherwise
support.
This
concentrated
control
could
also
discourage
a
potential
investor
from
acquiring
our
common
stock
and
mightharm
the
market
price
of
our
common
stock.Future
sales
of
common
stock
by
our
existing
stockholders
may
cause
our
stock
price
to
fall.The
market
price
of
our
common
stock
could
decline
as
a
result
of
sales
by
our
existing
stockholders
in
the
market,
or
the
perception
that
these
sales
couldoccur.
These
sales
might
also
make
it
more
difficult
for
us
to
sell
equity
securities
at
a
time
and
price
that
we
deem
appropriate.We
may
issue
additional
shares
of
our
common
stock
in
the
future
pursuant
to
current
or
future
equity
incentive
plans,
or
in
connection
with
current
or
futureacquisitions
or
financings.
If
we
were
to
raise
capital
in
the
future
by
selling
shares
of
our
common
stock,
or
securities
that
are
convertible
into
our
common
stockor
issuing
shares
of
our
common
stock
in
a
business
acquisition,
their
issuance
would
have
a
dilutive
effect
on
the
percentage
ownership
of
our
stockholders
and,depending
on
the
prices
at
which
such
shares
or
convertible
securities
are
sold
or
issued,
on
their
investment
in
our
common
stock
and,
therefore,
could
have
amaterial
adverse
effect
on
the
market
prices
of
our
common
stock.Under
a
registration
rights
agreement
with
Liberty
Interactive,
Liberty
Interactive
and
its
permitted
transferees
are
entitled
to
three
demand
registrations
rights(and
unlimited
piggyback
registration
rights)
in
respect
of
the
shares
of
our
common
stock
received
by
Liberty
Interactive
as
a
result
of
the
spin-off
and
othershares
of
our
common
stock
acquired
by
Liberty
Interactive
or
its
affiliates.
These
holders
will
also
be
permitted
to
exercise
their
registration
rights
in
connectionwith
certain
hedging
transactions
that
they
may
enter
into
in
respect
of
the
registrable
shares.
The
presence
of
additional
shares
of
our
common
stock
trading
in
thepublic
market,
as
a
result
of
the
exercise
of
such
registration
rights,
may
have
an
adverse
effect
on
the
market
price
of
our
securities.Anti-takeover
provisions
in
our
charter
documents
and
under
Delaware
law
could
make
an
acquisition
of
us
more
difficult,
limit
attempts
by
stockholders
toreplace
or
remove
our
management
and
affect
the
market
price
of
our
common
stock.Provisions
in
our
certificate
of
incorporation
and
bylaws,
as
amended
and
restated,
may
have
the
effect
of
delaying
or
preventing
a
change
of
control
orchanges
in
our
management.
Our
amended
and
restated
articles
of
incorporation
and/or
amended
and
restated
bylaws
include
provisions
that:•Authorize
our
board
of
directors
to
issue,
without
further
action
by
our
stockholders,
up
to
five
million
shares
of
undesignated
preferred
stock,
sometimesreferred
to
as
"blank
check
preferred";•Prohibit
cumulative
voting
in
the
election
of
directors;•Provide
that
vacancies
on
our
board
of
directors
may
be
filled
only
by
the
affirmative
vote
of
a
majority
of
directors
then
in
office
or
by
the
soleremaining
director;•Provide
that
only
our
board
of
directors
may
change
the
size
of
our
board
of
directors;•Specify
that
special
meetings
of
our
stockholders
may
be
called
only
by
or
at
the
direction
of
our
board
of
directors
or
by
a
person
specifically
designatedwith
such
authority
by
the
board;
and•Prohibit
stockholders
from
taking
action
by
written
consent.The
provisions
described
above
may
frustrate
or
prevent
any
attempts
by
our
stockholders
to
replace
or
remove
our
current
management
by
making
it
moredifficult
for
stockholders
to
replace
members
of
our
board
of
directors,
which
is
responsible
for
appointing
our
management.
These
provisions
may
also
have
theeffect
of
delaying
or
preventing
a
change
of
control
of
our
company,
even
if
stockholders
support
such
a
change
of
control.We
do
not
intend
to
pay
any
cash
dividends
on
our
common
stock
in
the
foreseeable
future.We
have
not
declared
or
paid
a
cash
dividend
on
our
common
stock
during
the
five
most
recent
fiscal
years.
We
have
no
current
intention
to
declare
or
paycash
dividends
on
our
common
stock
in
the
foreseeable
future.
In
addition,
the
Revolving
Credit
Facility
contains
certain
restrictions
on
our
ability
to
paydividends.
See Note
11
—Debt,
in
the
notes
to
the
consolidated
financial
statements
included
elsewhere
in
this
report.
The
declaration,
payment
and
amount
offuture
cash
dividends,
if
any,
will
be
at
the
discretion
of
our
board
of
directors.
As
a
result,
capital
appreciation,
if
any,
of
our
common
stock
will
be
the
sole
sourceof
gain
for
the
foreseeable
future
for
holders
of
our
common
stock.24Table of ContentsOur
financial
results
fluctuate
as
a
result
of
seasonality,
which
may
make
it
difficult
to
predict
our
future
performance
and
may
adversely
affect
our
commonstock
price.Our
mortgage
products
business
is
historically
subject
to
seasonal
trends.
These
trends
reflect
the
general
patterns
of
the
mortgage
industry
and
housing
sales,which
typically
peak
in
the
spring
and
summer
seasons.
In
recent
periods,
broader
cyclical
trends
in
interest
rates,
as
well
as
the
mortgage
and
real
estate
markets,have
upset
the
customary
seasonal
trends.
However,
seasonal
trends
may
resume
and
our
quarterly
operating
results
may
fluctuate.
Our
non-mortgage
productsbusinesses
have
various
seasonality
trends
which
may
create
further
uncertainty
in
our
quarterly
operating
results.
See Item
1.
Business—Seasonality
includedelsewhere
in
this
report
for
more
information.
Any
of
these
seasonal
trends,
or
the
combination
of
them,
may
negatively
impact
the
price
of
our
common
stock.The
conditional
conversion
feature
of
the
Notes,
if
triggered,
may
adversely
affect
our
financial
condition
and
operating
results.While
the
conditional
conversion
feature
of
the
0.625%
Convertible
Senior
Notes
due
June
1,
2022
(the
“Notes”)
is
triggered,
holders
of
Notes
will
be
entitledto
convert
the
Notes
at
any
time
during
specified
periods
at
their
option.
Because
of
the
trading
price
of
our
common
stock
during
the
measurement
periodapplicable
to
the
quarter
ended
December
31,
2017,
holders
of
the
Notes
became
entitled
to
convert
the
Notes
on
January
1,
2018,
and
will
continue
to
have
suchright
until
March
31,
2018.
Convertibility
for
each
quarter
thereafter
will
be
determined
based
on
whether
the
last
reported
sales
price
of
our
common
stock,
for
atleast
20
trading
days
(whether
or
not
consecutive)
during
the
period
of
30
consecutive
trading
days
ending
on,
and
including,
the
last
trading
day
of
theimmediately
preceding
calendar
quarter,
is
greater
than
or
equal
to
130%
of
the
conversion
price
under
the
Notes
on
each
applicable
trading
day.
If
so,
then
theNotes
will
be
convertible
during
that
calendar
quarter.
The
Notes
will
also
be
convertible
at
any
time
during
the
five
business
day
period
immediately
followingany
five
consecutive
trading
day
period
in
which
the
trading
price
per
$1,000
principal
amount
of
Notes
for
each
trading
Day
of
such
five
trading
day
period
is
lessthan
98%
of
the
product
of
the
last
reported
sale
price
of
our
common
stock
on
each
such
trading
day
and
the
conversion
ratio
under
the
Notes,
as
more
fullydescribed
in
the
indenture
governing
the
Notes,
which
is
incorporated
by
reference
as
an
exhibit
to
this
annual
report.If
one
or
more
holders
elect
to
convert
their
Notes,
unless
we
elect
to
satisfy
our
conversion
obligation
by
delivering
solely
shares
of
our
common
stock
(otherthan
paying
cash
in
lieu
of
delivering
any
fractional
share),
we
would
be
required
to
settle
a
portion
or
all
of
our
conversion
obligation
through
the
payment
ofcash,
which
could
adversely
affect
our
liquidity.
In
addition,
even
if
holders
do
not
elect
to
convert
their
Notes,
we
could
be
required
under
applicable
accountingrules
to
reclassify
all
or
a
portion
of
the
outstanding
principal
of
the
Notes
as
a
current
rather
than
long-term
liability,
which
would
result
in
a
material
reduction
ofour
net
working
capital.We
may
not
have
the
ability
to
raise
the
funds
necessary
to
settle
conversions
of
the
Notes
in
cash
or
to
repurchase
the
Notes
upon
a
fundamental
change,
andour
future
debt
may
contain
limitations
on
our
ability
to
pay
cash
upon
conversion
or
repurchase
of
the
Notes.Holders
of
the
Notes
will
have
the
right
to
require
us
to
repurchase
all
or
a
portion
of
their
Notes
upon
the
occurrence
of
a
fundamental
change
at
a
repurchaseprice
equal
to
100%
of
the
principal
amount
of
the
Notes
to
be
repurchased,
plus
accrued
and
unpaid
special
interest,
if
any.
We
may
not
have
enough
availablecash
or
be
able
to
obtain
financing
at
the
time
we
are
required
to
make
repurchases
of
Notes
surrendered
therefore,
or
pay
cash
with
respect
to
Notes
beingconverted
if
we
elect
not
to
issue
shares,
which
could
harm
our
reputation
and
affect
the
trading
price
of
our
common
stock.Our
hedge
and
warrant
transactions
may
affect
the
value
of
the
Notes
and
our
common
stock.In
connection
with
the
pricing
of
the
Notes,
we
entered
into
convertible
note
hedge
transactions
with
certain
counterparties.
The
hedge
transactions
aregenerally
expected
to
reduce
the
potential
dilution
upon
conversion
of
the
Notes
and/or
offset
any
cash
payments
we
are
required
to
make
in
excess
of
the
principalamount
of
converted
Notes,
as
the
case
may
be.
We
also
entered
into
warrant
transactions
with
such
counterparties.
However,
the
warrant
transactions
couldseparately
have
a
dilutive
effect
to
the
extent
that
the
market
price
per
share
of
our
common
stock
exceeds
the
applicable
strike
price
of
the
warrants.
The
initialstrike
price
of
the
warrants
is
$266.39.In
connection
with
establishing
their
initial
hedge
of
the
hedge
and
warrant
transactions,
the
counterparties
or
their
respective
affiliates
may
have
purchasedshares
of
our
common
stock
and/or
entered
into
various
derivative
transactions
with
respect
to
our
common
stock
concurrently
with
or
shortly
after
the
pricing
ofthe
Notes.
In
addition,
the
counterparties
or
their
respective
affiliates
may
modify
their
hedge
positions
by
entering
into
or
unwinding
various
derivatives
withrespect
to
our
common
stock
and/or
purchasing
or
selling
our
common
stock
or
other
securities
of
ours
in
secondary
market
transactions
prior
to
the
maturity
of
theNotes
(and
are
likely
to
do
so
during
any
observation
period
related
to
a
conversion
of
Notes
or
following
any
repurchase
of
Notes
by
us
on
any
fundamentalrepurchase
date
or
otherwise).
This
activity
could
cause
or
avoid
an
increase
or
a
decrease
in
the
market
price
of
our
common
stock
or
the
Notes.25Table of ContentsThe
accounting
method
for
convertible
debt
securities
that
may
be
settled
in
cash,
such
as
the
Notes,
could
have
a
material
effect
on
our
reported
financialresults.In
May
2008,
the
FASB
issued
FASB
Staff
Position
No.
APB
14-1,
Accounting
for
Convertible
Debt
Instruments
That
May
Be
Settled
in
Cash
UponConversion
(Including
Partial
Cash
Settlement),
which
has
subsequently
been
codified
as
ASC
470-20,
Debt
with
Conversion
and
Other
Options,
which
we
refer
toas
ASC
470-20.
Under
ASC
470-20,
an
entity
must
separately
account
for
the
liability
and
equity
components
of
the
convertible
debt
instruments
(such
as
theNotes)
that
may
be
settled
entirely
or
partially
in
cash
upon
conversion
in
a
manner
that
reflects
the
issuer’s
economic
interest
cost.
The
effect
of
ASC
470-20
onthe
accounting
for
the
Notes
is
that
the
equity
component
is
required
to
be
included
in
the
additional
paid-in
capital
section
of
stockholders’
equity
on
ourconsolidated
balance
sheet,
and
the
value
of
the
equity
component
would
be
treated
as
debt
discount
for
purposes
of
accounting
for
the
debt
component
of
theNotes.
As
a
result,
we
will
be
required
to
record
a
greater
amount
of
non-cash
interest
expense
in
current
periods
presented
as
a
result
of
the
amortization
of
thediscounted
carrying
value
of
the
Notes
to
their
face
amount
over
the
term
of
the
Notes.
We
will
report
lower
net
income
in
our
financial
results
because
ASC
470-20
will
require
interest
to
include
the
current
period’s
amortization
of
the
debt
discount,
which
could
adversely
affect
our
reported
or
future
financial
results,
thetrading
price
of
our
common
stock
and
the
trading
price
of
the
Notes.We
may
still
incur
substantially
more
debt
in
the
future
or
take
other
actions
which
would
intensify
the
risks
associated
with
our
debt.We
and
our
subsidiaries
may
be
able
to
incur
substantial
additional
debt
in
the
future,
subject
to
the
restrictions
contained
in
our
debt
instruments,
some
ofwhich
may
be
secured
debt.
We
are
not
restricted
under
the
terms
of
the
indenture
governing
the
Notes
from
incurring
additional
debt,
securing
existing
or
futuredebt,
recapitalizing
our
debt
or
taking
a
number
of
other
actions
that
are
not
limited
by
the
terms
of
the
indenture
governing
the
Notes
that
could
have
the
effect
ofdiminishing
our
ability
to
make
payments
on
the
Notes
when
due.
Our
existing
credit
facility
restricts
our
ability
to
incur
additional
indebtedness,
includingsecured
indebtedness,
but
if
the
facility
matures
or
is
repaid,
we
may
not
be
subject
to
such
restrictions
under
the
terms
of
any
subsequent
indebtedness.ITEM 1B.   Unresolved
Staff
CommentsNot
applicable.ITEM 2.   PropertiesOur
principal
executive
offices
are
currently
located
in
approximately
37,800
square
feet
of
office
space
in
Charlotte,
North
Carolina
under
a
lease
that
expiresin
December
2020.
In
addition,
we
have
offices
located
in
approximately
9,400
square
feet
of
office
space
in
Burlingame,
California
under
a
lease
that
expires
inMarch
2020
and
approximately
13,000
square
feet
of
additional
office
space
in
Charlotte,
North
Carolina
under
a
lease
that
expires
in
August
2018.
As
a
result
ofour
acquisitions
during
2017
and
2016,
we
also
operate
offices
in:
Charleston,
South
Carolina;
New
York
City,
New
York;
and
Northbrook,
Illinois.In
December
2016,
we
completed
the
acquisition
of
two
office
buildings
in
Charlotte,
North
Carolina,
with
approximately
64,000
and
73,000
square
feet
ofoffice
space,
respectively.
We
partially
occupy
one
building
for
certain
call
center
operations
and
intend
to
utilize
one
or
both
buildings
in
the
future
as
ourprincipal
executive
offices
and
any
unused
space
will
continue
to
be
occupied
by
tenants.ITEM 3.   Legal
ProceedingsIn
the
ordinary
course
of
business,
we
are
party
to
litigation
involving
property,
contract,
intellectual
property
and
a
variety
of
other
claims.
The
amounts
thatmay
be
recovered
in
such
matters
may
be
subject
to
insurance
coverage.
See Note
13
— Contingencies
in
the
notes
to
the
consolidated
financial
statementsincluded
elsewhere
in
this
report
for
a
discussion
of
our
current
and
recently
settled
litigation.ITEM 4.   Mine
Safety
DisclosuresNot
applicable.26Table of ContentsPART IIITEM 5.   Market
for
Registrant's
Common
Equity,
Related
Stockholder
Matters
and
Issuer
Purchases
of
Equity
SecuritiesGeneral Market Information, Holders and DividendsOur
common
stock
is
quoted
on
the
Nasdaq
Global
Select
Market
under
the
ticker
symbol
"TREE".
The
table
below
sets
forth,
for
the
calendar
periodsindicated,
the
high
and
low
intraday
sales
prices
per
share
for
LendingTree
common
stock
as
reported
on
the
Nasdaq
Stock
Market.
The
stock
price
information
isbased
on
published
financial
sources.Year Ended December 31, 2017
High
LowFirst
Quarter
$130.20
$96.20Second
Quarter
184.05
116.70Third
Quarter
255.00
166.85Fourth
Quarter
355.80
217.70Year Ended December 31, 2016
High
LowFirst
Quarter
$100.19
$52.11Second
Quarter
106.82
64.07Third
Quarter
112.00
87.50Fourth
Quarter
110.10
75.05As
of
February
21,
2018
,
there
were
approximately
710
holders
of
record
of
our
common
stock
and
the
closing
price
of
the
common
stock
was
$371.25
.We
have
not
declared
a
cash
dividend
on
our
common
stock
during
the
five
most
recent
fiscal
years.
We
have
no
current
intention
to
declare
or
pay
cashdividends
on
our
common
stock
in
the
foreseeable
future.
The
declaration,
payment
and
amount
of
future
cash
dividends,
if
any,
will
be
at
the
discretion
of
ourboard
of
directors.
The
amended
and
restated
revolving
credit
facility
we
entered
into
on
November
21,
2017
contains
contractual
restrictions
on
our
ability
to
paydividends.
See Note
11
—Debt,
in
the
notes
to
the
consolidated
financial
statements
included
elsewhere
in
this
report
for
additional
information.Performance GraphThe performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or incorporated by reference into any filings under theSecurities Act or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.Set
forth
below
is
a
line
graph,
for
the
period
from
December
31,
2012
through
December
31,
2017,
comparing
the
cumulative
total
stockholder
return
of
$100invested
(assuming
that
all
dividends
were
reinvested)
in
(1)
our
common
stock,
(2)
the
cumulative
return
of
all
companies
listed
on
the
Nasdaq
Composite
Indexand
(3)
the
cumulative
total
return
of
the
Research
Development
Group
("RDG")
Internet
index.
Returns
over
the
indicated
periods
should
not
be
consideredindicative
of
future
stock
prices
or
stockholder
returns.27Table of ContentsUnregistered Sales of Equity Securities and Use of ProceedsDuring
the
year
ended
December
31,
2017
,
we
did
not
issue
or
sell
any
shares
of
our
common
stock
or
other
equity
securities
in
transactions
that
were
notregistered
under
the
Securities
Act.Issuer Purchases of Equity SecuritiesIn
each
of
January
2010,
May
2014,
January
2016,
February
2016
and
February
2018,
the
board
of
directors
authorized
and
we
announced
a
stock
repurchaseprogram
which
allowed
for
the
repurchase
of
up
to
$10.0
million,
$10.0
million,
$50.0
million,
$40.0
million
and
$100.0
million,
respectively,
of
our
commonstock.
Under
this
program,
we
can
repurchase
stock
in
the
open
market
or
through
privately-negotiated
transactions.
We
have
used
available
cash
to
finance
theserepurchases.
We
will
determine
the
timing
and
amount
of
any
additional
repurchases
based
on
our
evaluation
of
market
conditions,
applicable
SEC
guidelines
andregulations,
and
other
factors.
This
program
may
be
suspended
or
discontinued
at
any
time
at
the
discretion
of
our
board
of
directors.
During
the
quarter
endedDecember
31,
2017
,
33,240
shares
of
common
stock
were
repurchased
under
the
stock
repurchase
program.
As
of
February
21,
2018
,
approximately
$116.7million
is
authorized
for
future
share
repurchases.Additionally,
the
LendingTree
Fifth
Amended
and
Restated
2008
Stock
and
Award
Incentive
Plan
and
the
LendingTree
2017
Inducement
Grant
Plan
allowemployees
to
forfeit
shares
of
our
common
stock
to
satisfy
federal
and
state
withholding
obligations
upon
the
exercise
of
stock
options,
the
settlement
of
restrictedstock
unit
awards
and
the
vesting
of
restricted
stock
awards
granted
to
those
individuals
under
the
plans.
During
the
quarter
ended
December
31,
2017
,
2,233shares
were
purchased
related
to
these
obligations
under
the
LendingTree
Fifth
Amended
and
Restated
2008
Stock
and
Award
Incentive
Plan
and
no
shares
haveyet
been
purchased
related
to
these
obligations
under
the
LendingTree
2017
Inducement
Grant
Plan.
The
withholding
of
those
shares
does
not
affect
the
dollaramount
or
number
of
shares
that
may
be
purchased
under
the
stock
repurchase
program
described
above.28Table of ContentsThe
following
table
provides
information
about
the
Company's
purchases
of
equity
securities
during
the
quarter
ended
December
31,
2017
.Period
Total Number ofShares Purchased (1)
Average PricePaid per Share
Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms (2)
MaximumNumber/ApproximateDollar Value of Sharesthat May Yet bePurchased Under thePlans or Programs







(in
thousands)10/1/17
-
10/31/17
206
$228.35
—
$38,74711/1/17
-
11/30/17
1,104
$264.58
—
$38,74712/1/17
-
12/31/17
34,163
$330.47
33,240
$27,749Total
35,473
$327.82
33,240
$27,749(1)During
October
2017,
November
2017
and
December
2017,
206
shares,
1,104
shares
and
923
shares,
respectively
(totaling
2,233
shares),
were
purchasedto
satisfy
federal
and
state
withholding
obligations
of
our
employees
upon
the
settlement
of
restricted
stock
unit
awards
and
the
vesting
of
restricted
stockawards,
all
in
accordance
with
our
Fifth
Amended
and
Restated
2008
Stock
and
Award
Incentive
Plan,
as
described
above.(2)See
the
narrative
disclosure
above
the
table
for
further
description
of
our
publicly
announced
stock
repurchase
program.29Table of ContentsITEM 6.   Selected
Financial
DataThe
summary
financial
data
presented
below
represents
portions
of
our
consolidated
financial
statements
and
are
not
complete.
The
following
financialinformation
should
be
read
in
conjunction
with
Item
7.
Management's
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations
and
ourconsolidated
financial
statements
and
notes
thereto
contained
in
Item
8.
Financial
Statements
and
Supplementary
Data
included
elsewhere
in
this
annual
report.Historical
results
are
not
necessarily
indicative
of
future
performance
or
results
of
operations. Year Ended December 31, 2017
2016
2015
2014
2013 (in
thousands,
except
per
share
amounts)Results of Operations:








Revenue
(1)$617,736
$384,402
$254,216
$167,350
$139,240Income
(loss)
from
continuing
operations
(2)19,418
31,208
51,316
(487)
(673)(Loss)
income
from
discontinued
operations
(3)(3,840)
(3,714)
(3,269)
9,849
4,620Net
income
and
comprehensive
income$15,578
$27,494
$48,047
$9,362
$3,947









Weighted
average
shares
outstanding:








Basic11,945
11,812
11,516
11,188
11,035Diluted13,682
12,773
12,541
11,188
11,035Income
(loss)
per
share
from
continuing
operations:








Basic$1.63
$2.64
$4.46
$(0.04)
$(0.06)Diluted$1.42
$2.44
$4.09
$(0.04)
$(0.06)(Loss)
income
per
share
from
discontinued
operations:








Basic$(0.32)
$(0.31)
$(0.28)
$0.88
$0.42Diluted$(0.28)
$(0.29)
$(0.26)
$0.88
$0.42Net
income
per
share:








Basic$1.30
$2.33
$4.17
$0.84
$0.36Diluted$1.14
$2.15
$3.83
$0.84
$0.36Cash
dividend
per
share$—
$—
$—
$—
$—









Financial Position:








Cash
and
cash
equivalents
(4)
(5)
(6)
(7)
(8)$368,550
$91,131
$206,975
$86,212
$91,667Total
assets

(4)
(7)$693,459
$323,427
$295,781
$139,891
$152,644Total
long-term
liabilities
(5)
(7)
(8)$251,069
$25,285
$612
$4,889
$5,437Total
shareholders'
equity
(4)
(7)$294,874
$231,435
$241,142
$96,366
$87,008(1)See ITEM
7.

Management's
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations—Results
of
Operations
for
the
Years
EndedDecember
31,
2017,
2016
and
2015—Revenue
for
a
discussion
of
revenue.(2)In
2015,
we
released
the
majority
of
the
valuation
allowance,
which,
along
with
federal
and
state
income
taxes,
resulted
in
a
total
tax
benefit
of
$23.0million.
See Note
10
—Income
Taxes
in
the
notes
to
the
consolidated
financial
statements
included
elsewhere
in
this
report
for
additional
information.(3)See ITEM
7.

Management's
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations—Results
of
Operations
for
the
Years
EndedDecember
31,
2017,
2016
and
2015—Discontinued
Operations
for
a
discussion
of
discontinued
operations.(4)In
November
2015,
we
completed
an
equity
offering
of
852,500
shares
of
our
common
stock,
receiving
net
proceeds
of
$91.5
million.(5)In
November
2016,
we
acquired
CompareCards
for
$80.7
million
in
cash
at
closing
and
contingent
consideration
payments
of
up
to
$22.5
million
for
eachof
2017
and
2018.
Total
long-term
liabilities
at
the
end
of
2016
included
the
fair
value
of
the
contingent
consideration
of
$23.1
million.
This
fair
value
isreassessed
quarterly.
During
2017,
we
recorded
$21.230Table of Contentsmillion
of
contingent
consideration
expense
due
to
the
change
in
estimated
fair
value
of
the
earnout
payments.
See Note
6
—Business
Acquisitions
in
thenotes
to
the
consolidated
financial
statements
included
elsewhere
in
this
report
for
additional
information.(6)In
December
2016,
we
acquired
two
office
buildings
in
Charlotte,
North
Carolina
for
$23.5
million
in
cash.
See Note
4
—Property
and
Equipment
in
thenotes
to
the
consolidated
financial
statements
included
elsewhere
in
this
report
for
additional
information.(7)In
May
2017,
we
issued
$300.0
million
aggregate
principal
amount
of
our
0.625%
Convertible
Senior
Notes
due
June
1,
2022
and,
in
connection
therewith,entered
into
Convertible
Note
Hedge
and
Warrant
transactions
with
respect
to
our
common
stock.
For
more
information,

see 
Note
11—Debt,
in
the
notesto
the
consolidated
financial
statements
included
elsewhere
in
this
report.(8)In
June
2017,
we
acquired
DepositAccounts
for
$24.0
million
in
cash
at
closing
and
contingent
consideration
payments
of
up
to
$9.0
million,
and
acquiredMagnifyMoney
for
$29.6
million
in
cash
at
closing.
In
September
2017,
we
acquired
SnapCap
for
$11.9
million
in
cash
at
closing
and
up
to
three
additionalcontingent
consideration
payments,
each
ranging
from
zero
to
$3.0
million.
Total
long-term
liabilities
at
the
end
of
2017
included
the
fair
value
ofDepositAccounts
non-current
contingent
consideration
of
$4.3
million
and
the
fair
value
of
SnapCap
contingent
consideration
of
$7.0
million.31Table of ContentsITEM 7.   Management's
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
OperationsThe
following
Management's
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations
should
be
read
in
conjunction
with
our
consolidatedfinancial
statements
and
accompanying
notes
included
elsewhere
within
this
report.
This
discussion
includes
both
historical
information
and
forward-lookinginformation
that
involves
risks,
uncertainties
and
assumptions.
Our
actual
results
may
differ
materially
from
management's
expectations
as
a
result
of
variousfactors,
including
but
not
limited
to
those
discussed
in
the
sections
entitled
"Risk
Factors"
and
"Cautionary
Statement
Regarding
Forward-Looking
Information."Company OverviewLendingTree,
Inc.
is
the
parent
of
LendingTree,
LLC
and
several
companies
owned
by
LendingTree,
LLC.LendingTree
operates
what
we
believe
to
be
the
leading
online
loan
marketplace
for
consumers
seeking
loans
and
other
credit-based
offerings.
Our
onlinemarketplace
provides
consumers
with
access
to
product
offerings
from
our
Network
Lenders,
including
mortgage
loans,
home
equity
loans
and
lines
of
credit,reverse
mortgage
loans,
auto
loans,
credit
cards,
deposit
accounts,
personal
loans,
student
loans,
small
business
loans
and
other
related
offerings.
In
addition,
weoffer
tools
and
resources,
including
free
credit
scores,
that
facilitate
comparison
shopping
for
these
loans,
deposits
and
other
credit-based
offerings.
We
seek
tomatch
consumers
with
multiple
lenders,
who
can
provide
them
with
competing
quotes
for
the
product
they
are
seeking.
We
also
serve
as
a
valued
partner
to
lendersseeking
an
efficient,
scalable
and
flexible
source
of
customer
acquisition
with
directly
measurable
benefits,
by
matching
the
consumer
inquiries
we
generate
withthese
lenders.Our
My
LendingTree
platform
offers
a
personalized
loan
comparison-shopping
experience
by
providing
free
credit
scores
and
credit
score
analysis.
Thisplatform
enables
us
to
observe
consumers'
credit
profiles
and
then
identify
and
alert
them
to
loan
and
other
credit-based
opportunities
on
our
marketplace
that
maybe
more
favorable
than
the
loans
they
may
have
at
a
given
point
in
time.
This
is
designed
to
provide
consumers
with
measurable
savings
opportunities
over
theirlifetimes.In
addition
to
operating
our
core
mortgage
business,
we
are
focused
on
growing
our
non-mortgage
lending
businesses
and
developing
new
product
offeringsand
enhancements
to
improve
the
experiences
that
consumers
and
lenders
have
as
they
interact
with
us.
By
expanding
our
portfolio
of
loans
and
other
productofferings,
we
are
growing
and
diversifying
our
business
and
sources
of
revenue.
We
intend
to
capitalize
on
our
expertise
in
performance
marketing,
productdevelopment
and
technology,
and
to
leverage
the
widespread
recognition
of
the
LendingTree
brand
to
effect
this
strategy.We
believe
the
consumer
and
small
business
financial
services
industry
is
in
the
early
stages
of
a
fundamental
shift
to
online
product
offerings,
similar
to
theshift
that
started
in
retail
and
travel
many
years
ago
and
is
now
well
established.
We
believe
that
like
retail
and
travel,
as
consumers
continue
to
move
towardsonline
shopping
and
transactions
for
financial
services,
suppliers
will
increasingly
shift
their
product
offerings
and
advertising
budgets
toward
the
online
channel.We
believe
the
strength
of
our
brands
and
of
our
lender
network
place
us
in
a
strong
position
to
continue
to
benefit
from
this
market
shift.The
LendingTree
Loans
business
is
presented
as
discontinued
operations
in
the
accompanying
consolidated
balance
sheets,
consolidated
statements
ofoperations
and
comprehensive
income
and
consolidated
cash
flows
for
all
periods
presented.
Except
for
the
discussion
under
the
heading
"DiscontinuedOperations,"
the
analysis
within
Management's
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations
reflects
our
continuing
operations.Convertible Senior Notes and Hedge and Warrant TransactionsOn
May
31,
2017,
we
issued
$300.0
million
aggregate
principal
amount
of
our
0.625%
Convertible
Senior
Notes
due
June
1,
2022
and,
in
connectiontherewith,
entered
into
Convertible
Note
Hedge
and
Warrant
transactions
with
respect
to
our
common
stock.
For
more
information,
see Note
11—Debt,
in
thenotes
to
the
consolidated
financial
statements
included
elsewhere
in
this
report.Recent Business AcquisitionsOn
September
19,
2017,
we
acquired
certain
assets
of
Snap
Capital
LLC,
which
does
business
under
the
name
SnapCap
for
$11.9
million
in
cash
at
closingand
contingent
consideration
payments
of
up
to
$9.0
million
through
March
31,
2020.
SnapCap
is
a
tech-enabled
online
platform,
which
connects
business
ownerswith
lenders
offering
small
business
loans,
lines
of
credit
and
merchant
cash
advance
products
through
a
concierge-based
sales
approach.
We
believe
that
bycombining
SnapCap's
high-touch,
high-conversion
sales
approach
with
our
brand
and
performance
marketing
expertise,
we
can
derive
substantial
revenuesynergies
and
accelerate
growth
in
our
small
business
offering.On
June
20,
2017,
we
acquired
the
membership
interests
of
Camino
Del
Avion
(Delaware),
LLC,
which
does
business
under
the
name
MagnifyMoney
for$29.6
million
cash
consideration
at
the
closing
of
the
transaction.
MagnifyMoney
is
a
leading
consumer-facing
media
property
that
offers
editorial
content,
expertcommentary,
tools
and
resources
to
help
consumers
compare32Table of Contentsfinancial
products
and
make
informed
financial
decisions.
The
MagnifyMoney
team
brings
the
expertise
and
infrastructure
to
expand
content
creation
anddistribution
across
all
of
our
consumer
facing
brands,
improving
our
presence
and
efficacy
in
acquisition
channels
such
as
search
engine
optimization.On
June
14,
2017,
we
acquired
substantially
all
of
the
assets
of
Deposits
Online,
LLC,
which
does
business
under
the
name
DepositAccounts.com(“DepositAccounts”)
for
$24.0
million
in
cash
at
closing
and
contingent
consideration
payments
of
up
to
$9.0
million
through
June
30,
2020.
DepositAccounts
is
aleading
consumer-facing
media
property
in
the
depository
industry
and
is
one
of
the
most
comprehensive
sources
of
depository
deals
and
analysis
on
the
Internet,covering
all
major
deposit
product
categories
through
editorial
content,
programmatic
rate
tables
and
user-generated
content.
This
acquisition
represents
our
firstoffering
to
address
the
asset
side
of
the
consumer
balance
sheet.On
November
16,
2016,
we
acquired
Iron
Horse
Holdings,
LLC,
which
does
business
under
the
name
CompareCards
for
$80.7
million
in
cash
at
closing
andcontingent
consideration
payments
of
up
to
$22.5
million
for
each
of
2017
and
2018,
subject
to
achieving
specific
growth
targets.
CompareCards
is
a
leadingonline
source
for
side-by-side
credit
card
comparison
shopping.
CompareCards
provides
consumers
with
one
centralized
location
for
pertinent
credit
cardinformation
needed
to
find
the
best
card
for
their
needs.
CompareCards’
unique
marketing
platform
and
strong
relationships
with
card
issuers
combined
withLendingTree’s
scale
and
organizational
support
have
caused
substantial
growth
in
our
credit
card
business.These
acquisitions
continue
our
diversification
strategy.Acquisition of North Carolina Office PropertiesIn
December
2016,
we
completed
the
acquisition
of
two
office
buildings
in
Charlotte,
North
Carolina,
for
$23.5
million
in
cash.
We
intend
to
utilize
one
orboth
buildings
in
the
future
as
our
principal
executive
offices,
and
any
unused
space
will
continue
to
be
occupied
by
tenants.With
our
expansion
in
North
Carolina,
we
received
a
grant
from
the
state
that
provides
up
to
$4.9
million
in
reimbursements
over
12
years
for
investing
in
realestate
and
infrastructure
in
addition
to
increasing
jobs
in
North
Carolina
at
specific
targeted
levels
through
2020,
and
maintaining
the
jobs
thereafter.
Additionally,the
city
of
Charlotte
and
the
county
of
Mecklenburg
provided
a
grant
that
will
be
paid
over
five
years
and
is
based
on
a
percentage
of
new
property
tax
we
pay
onthe
development.Recent Mortgage Interest Rate TrendsInterest
rate
and
market
risks
can
be
substantial
in
the
mortgage
lead
generation
business.
Short-term
fluctuations
in
mortgage
interest
rates
primarily
affectconsumer
demand
for
mortgage
refinancings,
while
long-term
fluctuations
in
mortgage
interest
rates,
coupled
with
the
U.S.
real
estate
market,
affect
consumerdemand
for
new
mortgages.
Consumer
demand,
in
turn,
affects
lender
demand
for
mortgage
leads
from
third-party
sources.
Typically,
a
decline
in
mortgageinterest
rates
will
lead
to
reduced
lender
demand,
as
there
are
more
consumers
in
the
marketplace
seeking
financing
and,
accordingly,
lenders
receive
more
organiclead
volume.
Conversely,
an
increase
in
mortgage
interest
rates
will
typically
lead
to
an
increase
in
lender
demand,
as
there
are
fewer
consumers
in
the
marketplaceand,
accordingly,
the
supply
of
organic
mortgage
lead
volume
decreases.
According
to
Freddie
Mac,
30-year
mortgage
interest
rates
generally
increased
from
a
monthly
average
of
3.67%
in
January
2015
to
3.96%
by
the
end
of2015.
During
2016,
30-year
mortgage
interest
rates
declined,
reaching
an
average
of
3.44%
in
August
2016,
the
lowest
monthly
average
since
January
2013.
ByDecember
2016,
30-year
mortgage
interest
rates
increased
to
an
average
of
4.20%.
During
2017,
30-year
interest
rates
then
declined
to
a
monthly
average
of
3.81%in
September
2017,
before
increasing
to
3.95%
at
the
end
of
2017.On
a
full-year
basis,
30-year
mortgage
interest
rates
increased
to
an
average
3.99%
in
2017,
as
compared
to
3.65%
and
3.85%
in
2016
and
2015,
respectively.33Table of ContentsTypically,
when
mortgage
interest
rates
decline,
there
are
more
consumers
in
the
marketplace
seeking
refinancings
and,
accordingly,
the
mix
of
mortgageorigination
dollars
will
move
towards
refinance
mortgages.
According
to
Mortgage
Bankers
Association
("MBA")
data,
total
refinance
origination
dollarsincreased
from
45%
of
total
2015
mortgage
origination
dollars
to
48%
in
2016,
as
a
result
of
the
general
decrease
in
average
mortgage
interest
rates.
Conversely,
asaverage
mortgage
interest
rates
increased
in
2017
compared
to
2016,
total
refinance
origination
dollars
in
2017
decreased
to
35%
of
total
mortgage
originationdollars.Looking
forward,
MBA
is
projecting
30-year
mortgage
interest
rates
to
climb
in
2018,
to
an
average
4.8%
on
30-year
fixed
rate
mortgages.
According
toMBA
projections,
as
interest
rates
climb,
the
mix
of
mortgage
origination
dollars
will
move
towards
purchase
mortgages
with
the
refinance
share
representing
just26%
for
2018.The U.S. Real Estate MarketThe
health
of
the
U.S.
real
estate
market
and
interest
rate
levels
are
the
primary
drivers
of
consumer
demand
for
new
mortgages.
Consumer
demand,
in
turn,affects
lender
demand
for
purchase
mortgage
leads
from
third-party
sources.
Typically,
a
strong
real
estate
market
will
lead
to
reduced
lender
demand
for
leads,
asthere
are
more
consumers
in
the
marketplace
seeking
financing
and,
accordingly,
lenders
receive
more
organic
lead
volume.
Conversely,
a
weaker
real
estatemarket
will
typically
lead
to
an
increase
in
lender
demand,
as
there
are
fewer
consumers
in
the
marketplace
seeking
mortgages.
According
to
the
National
Association
of
Realtors
("NAR"),
nationwide
existing
home
sales
in
2015
increased
approximately
7%
over
2014,
equating
to
thehousing
market's
best
year
in
nearly
a
decade.
While
nationwide
existing
home
sales
in
2016
grew
approximately
3%
over
2015,
growth
in
2017
was
2%
over
2016due
to
limited
inventory
of
homes
for
sale
in
2017.
The
NAR
expects
essentially
no
change
in
existing
home
sales
in
2018
from
2017
due
to
the
continued
trend
oflimited
supply,
but
notes
the
strengthening
economy
and
expectation
of
more
millennials
seeking
to
purchase
homes
as
indicators
of
solid
homebuying
demand
in2018.34Table of ContentsResults of Operations for the Years ended December 31, 2017 , 2016 and 2015 Year Ended December 31,
2017 vs. 2016
2016 vs. 2015 201720162015
$Change%Change
$Change%Change
(Dollars
in
thousands)Mortgage
products$275,910$219,991$165,272
$55,91925
%
$54,71933
%Non-mortgage
products341,826164,41188,944
177,415108
%
75,46785
%Revenue617,736384,402254,216
233,33461 %
130,18651 %Costs
and
expenses:








Cost
of
revenue
(exclusive of depreciation and amortization shownseparately below)17,22313,7649,370
3,45925
%
4,39447
%Selling
and
marketing
expense432,784261,100172,849
171,68466
%
88,25151
%General
and
administrative
expense71,54137,22730,030
34,31492
%
7,19724
%Product
development17,92513,76110,485
4,16430
%
3,27631
%Depreciation7,0854,9443,008
2,14143
%
1,93664
%Amortization
of
intangibles12,9921,243149
11,749945
%
1,094734
%Change
in
fair
value
of
contingent
consideration23,931——
23,931n/a
——
%Restructuring
and
severance404122422
282231
%
(300)(71)%Litigation
settlements
and
contingencies718129(611)
589457
%
740121
%Total costs and expenses584,603332,290225,702
252,31376 %
106,58847 %Operating income33,13352,11228,514
(18,979)(36)%
23,59883 %Other
(expense)
income,
net:








Interest
expense,
net(7,028)(561)(171)
(6,467)1,153
%
(390)(228)%Other
(expense)
income(396)23—
(419)(1,822)%
23n/aIncome before income taxes25,70951,57428,343
(25,865)(50)%
23,23182 %Income
tax
(expense)
benefit(6,291)(20,366)22,973
14,07569
%
(43,339)(189)%Net income from continuing operations19,41831,20851,316
(11,790)(38)%
(20,108)(39)%Loss from discontinued operations, net of tax(3,840)(3,714)(3,269)
(126)(3)%
(445)(14)%Net income and comprehensive income$15,578$27,494$48,047
$(11,916)(43)%
$(20,553)(43)%RevenueRevenue
increased
in
2017
compared
to
2016
due
to
increases
in
our
non-mortgage
products
of
$177.4
million
and
in
our
mortgage
products
of
$55.9
million.Our
non-mortgage
products
include
the
following
non-mortgage
lending
products:
personal
loans,
credit
cards,
home
equity
loans
and
lines
of
credit,
reversemortgage
loans,
auto
loans,
small
business
loans
and
student
loans.
Our
non-mortgage
products
also
include
deposit
accounts,
home
improvement
referrals
andother
credit
products
such
as
credit
repair
and
debt
settlement.
Many
of
our
non-mortgage
products
are
not
individually
significant
to
revenue.
The
increase
inrevenue
from
our
non-mortgage
products
in
2017
compared
to
2016
is
primarily
due
to
an
increase
in
our
credit
cards,
home
equity,
and
personal
loans
products.Revenue
from
our
credit
card
product
increased
$107.6
million
to
$147.0
million
in
2017
from
$39.4
million
in
2016,
or
273%.
Revenue
from
our
credit
cardproduct
increased
in
2017
primarily
due
to
the
CompareCards
acquisition,
completed
on
November
16,
2016.Revenue
from
our
personal
loan
product
increased
$21.7
million
to
$88.2
million
in
2017
from
$66.5
million
in
2016,
or
33%.
Revenue
from
our
personal
loanproduct
increased
in
2017
due
to
the
number
of
consumers
completing
request
forms
as
a
result
of
increases
in
lender
demand
and
corresponding
increases
inselling
and
marketing
efforts,
partially
offset
by
decreases
in
revenue
earned
per
consumer.
Certain
of
our
online
personal
loan
lenders
experienced
well-publicizedchallenges
in
2016,
in
particular,
general
unavailability
of
capital
and
increased
pricing
demanded
by
investors
of
personal
loans,
which
in
some
cases
led
toreductions
in
marketing
spend,
and
tightening
in
underwriting
standards.35Table of ContentsFor
2017
and
2016,
no
other
non-mortgage
product
represented
more
than
10%
of
revenue,
however
certain
other
non-mortgage
products
experienced
notableincreases.
Revenue
from
our
home
equity
product
increased
$28.3
million
in
2017
compared
to
2016,
due
to
increases
in
the
number
of
consumers
completingrequest
forms
as
a
result
of
increases
in
lender
coverage
and
lender
demand,
corresponding
increases
in
selling
and
marketing
efforts,
and
increased
revenue
earnedper
consumer.
We
believe
the
market
for
our
non-mortgage
products
remains
under-penetrated
and
we
believe
long-term
growth
prospects
are
strong
for
non-mortgage
products.
A
significant
industry-wide
contraction
in
the
availability
of
capital
for
non-mortgage
lending
products
would
likely
adversely
affect
our
non-mortgage
product
revenues.
While
we
expect
significant
growth
in
our
non-mortgage
products
in
2018
compared
to
2017,
we
do
not
anticipate
the
growth
rate
willmeet
the
2017
growth
of
108%.The
increase
in
revenue
from
our
mortgage
products
in
2017
compared
to
2016
is
due
to
an
increase
in
revenue
from
both
our
purchase
and
refinanceproducts.
The
revenue
from
our
purchase
product
increased
$33.6
million
in
2017
from
2016,
while
the
revenue
from
our
refinance
product
increased
$22.4million.
The
increase
in
revenue
from
our
mortgage
products
is
primarily
due
to
an
increase
in
revenue
earned
per
consumer.
Additionally,
the
number
ofconsumers
completing
request
forms
for
mortgage
products
increased
in
2017
from
2016,
due
to
an
increase
in
lender
demand
and
a
corresponding
increase
inselling
and
marketing
efforts.
In
2018,
we
expect
more
moderate
year-over-year
growth
in
mortgage
revenue.Revenue
increased
in
2016
compared
to
2015
due
to
increases
in
our
non-mortgage
products
of
$75.5
million
and
in
our
mortgage
products
of
$54.7
million.The
increase
in
revenue
from
our
non-mortgage
products
in
2016
compared
to
2015
is
primarily
due
to
an
increase
in
lenders
on
our
exchange,
increasedmarketing
efforts
and
two
business
acquisitions.
This
resulted
in
an
increase
in
the
number
of
consumers
completing
request
forms
for
non-mortgage
products
in2016.Revenue
from
our
personal
loan
product
increased
$15.2
million
to
$66.5
million
in
2016
from
$51.3
million
in
2015,
or
30%.
Revenue
from
our
personal
loanproduct
increased
in
2016
due
to
an
increase
in
lenders
on
our
exchange
and
increased
marketing
efforts,
partially
offset
by
decreases
in
revenue
earned
perconsumer.Revenue
from
our
credit
card
product
increased
$29.6
million
to
$39.4
million
in
2016
from
$9.8
million
in
2015,
or
302%.
Revenue
from
our
credit
cardproduct
increased
in
2016
due
to
increases
in
payouts
from
issuers
in
addition
to
increased
marketing
efforts.
Additionally,
the
CompareCards
acquisition,completed
on
November
16,
2016,
increased
revenue
by
$9.2
million
in
2016.For
2016
and
2015,
no
other
non-mortgage
product
represented
more
than
10%
of
revenue,
however
certain
other
non-mortgage
products
experienced
notableincreases.
Revenue
from
our
home
equity
product
increased
$13.6
million
in
2016
compared
to
2015,
due
to
an
increase
in
lender
coverage
and
an
increase
inrevenue
earned
per
consumer
combined
with
increased
marketing
efforts.The
increase
in
revenue
from
our
mortgage
products
in
2016
compared
to
2015
is
primarily
due
to
an
increase
in
revenue
from
our
refinance
product.
Therevenue
from
our
refinance
product
increased
approximately
$50.0
million
in
2016
from
2015,
primarily
due
to
an
increase
in
lender
demand
and
an
increase
inmarketing
efforts.
The
number
of
consumers
completing
a
request
form
for
mortgage
products
increased
in
2016
from
2015,
partially
offset
by
a
decrease
inrevenue
earned
per
consumer
in
2016
compared
to
2015.Cost of revenueCost
of
revenue
consists
primarily
of
costs
associated
with
compensation
and
other
employee-related
costs
(including
stock-based
compensation)
relating
tointernally-operated
customer
call
centers,
third-party
customer
call
center
fees,
credit
scoring
fees,
credit
card
fees,
website
network
hosting
and
server
fees.Cost
of
revenue
increased
in
2017
from
2016,
primarily
due
to
increases
of
$2.1
million
in
compensation
and
benefits
as
a
result
of
increases
in
headcount,$0.9
million
in
website
network
hosting
and
server
fees
and
$0.8
million
in
third-party
customer
call
center
fees,
partially
offset
by
a
$0.7
million
decrease
in
creditscoring
fees.Cost
of
revenue
as
a
percentage
of
revenue
decreased
slightly
to
3%
in
2017
compared
to
4%
in
2016.Cost
of
revenue
increased
in
2016
from
2015,
primarily
due
to
increases
of
$1.3
million
in
compensation
and
benefits
as
a
result
of
increases
in
headcount,$0.9
million
in
credit
scoring
fees,
$0.7
million
in
call
center
technology
fees,
$0.6
million
in
credit
card
fees
and
$0.4
million
in
lead
verification
fees.Cost
of
revenue
as
a
percentage
of
revenue
remained
consistent
at
4%
in
both
2016
and
2015.36Table of ContentsSelling and marketing expenseSelling
and
marketing
expense
consists
primarily
of
advertising
and
promotional
expenditures
and
compensation
and
other
employee-related
costs
(includingstock-based
compensation)
for
personnel
engaged
in
sales
or
marketing
functions.
Advertising
and
promotional
expenditures
primarily
include
online
marketing,
aswell
as
television,
print
and
radio
spending.
Advertising
production
costs
are
expensed
in
the
period
the
related
ad
is
first
run.The
increases
in
selling
and
marketing
expense
in
2017
compared
to
2016
and
in
2016
compared
to
2015
were
primarily
due
to
increases
in
advertising
andpromotional
expense
of
$167.6
million
and
$84.0
million,
respectively,
as
discussed
below.
In
addition,
selling
and
marketing
expense
increased
in
2017
comparedto
2016
and
in
2016
compared
to
2015
due
to
an
increase
in
compensation
and
benefits
of
$4.1
million
and
$4.3
million,
respectively,
as
a
result
of
increases
inheadcount.Advertising
and
promotional
expense
is
the
largest
component
of
selling
and
marketing
expense,
and
is
comprised
of
the
following:
Year Ended December 31,
2017 vs. 2016
2016 vs. 2015 2017
2016
2015
$Change%Change
$Change%Change
(Dollars
in
thousands)Online$368,004
$210,635
$127,294
$157,36975%
$83,34165%Broadcast35,681
28,455
28,066
7,22625%
3891%Other7,098
4,131
3,863
2,96772%
2687%Total advertising expense$410,783
$243,221
$159,223
$167,56269%
$83,99853%Revenue
is
driven
by
lender
demand
for
our
products,
which
is
matched
to
corresponding
consumer
loan
requests.
We
adjust
our
selling
and
marketingexpenditures
dynamically
in
relation
to
anticipated
revenue
opportunities
in
order
to
ensure
sufficient
consumer
inquiries
to
profitably
meet
lender
demand.
Anincrease
in
a
product’s
revenue
is
generally
met
by
a
corresponding
increase
in
marketing
spend,
and
conversely
a
decrease
in
a
product’s
revenue
is
generally
metby
a
corresponding
decrease
in
marketing
spend.
This
relationship
exists
for
both
mortgage
and
non-mortgage
products.We
increased
our
advertising
expenditures
in
2017
compared
to
2016
and
in
2016
compared
to
2015,
in
order
to
generate
additional
consumer
inquiries
tomeet
the
increased
demand
of
lenders
on
our
marketplace.We
will
continue
to
adjust
selling
and
marketing
expenditures
dynamically
in
relation
to
anticipated
revenue
opportunities.General and administrative expenseGeneral
and
administrative
expense
consists
primarily
of
compensation
and
other
employee-related
costs
(including
stock-based
compensation)
for
personnelengaged
in
finance,
legal,
tax,
corporate
information
technology,
human
resources
and
executive
management
functions,
as
well
as
facilities
and
infrastructurecosts
and
fees
for
professional
services.
General
and
administrative
expense
increased
in
2017
compared
to
2016,
primarily
due
to
increases
in
compensation
and
benefits
of
$19.4
million
as
a
resultof
increases
in
headcount
and
long-term
equity
awards
granted
to
our
Chairman
and
Chief
Executive
Officer
in
the
third
quarter
of
2017,
which
awards
have
bothtime
and
significant
performance-based
vesting
conditions.
We
granted
long-term
equity
awards
to
certain
members
of
our
leadership
team
in
the
fourth
quarter
of2017
and
expect
additional
long-term
awards
to
members
of
our
leadership
team
in
the
first
quarter
of
2018.
General
and
administrative
expense
is
expected
toincrease
in
future
periods
due
to
the
non-cash
compensation
expense
related
to
these
grants.
This
increase
in
general
and
administrative
expense
is
expected
toresult
in
material
reductions
in
net
income
from
continuing
operations
in
future
periods
compared
to
historical
periods.
For
additional
information
regarding
theawards
granted
to
our
Chairman
and
Chief
Executive
Officer
in
the
third
quarter
of
2017,

see 
Note
9—Stock-Based
Compensation
in
the
notes
to
the
consolidatedfinancial
statements
included
elsewhere
in
this
report.
Non-cash
compensation
expense
is
excluded
from
Adjusted
Earnings
Before
Interest,
Taxes,
Depreciationand
Amortization
("Adjusted
EBITDA"),
as
discussed
below.Included
in
general
and
administrative
expense
in
2017
was
a
$10.0
million
charitable
contribution
to
fund
the
newly
formed
LendingTree
Foundation
in
thefourth
quarter
of
2017.
This
one-time
item
is
excluded
from
Adjusted
EBITDA,
as
discussed
below.General
and
administrative
expense
as
a
percentage
of
revenue
increased
to
12%
in
2017
compared
to
10%
in
2016.General
and
administrative
expense
increased
in
2016
compared
to
2015,
primarily
due
to
increases
in
compensation
and
benefits
of
$2.0
million
as
a
result
ofincreases
in
headcount,
increases
in
professional
fees
of
$3.1
million,
increases
in
travel
and
entertainment
expenses
of
$0.8
million,
increases
in
facility
expensesof
$0.6
million
and
increases
in
other
tax
expense
of
$0.537Table of Contentsmillion.
The
increase
in
professional
fees
is
partially
due
to
an
increase
in
acquisition
related
expenses
of
$0.9
million.General
and
administrative
expense
as
a
percentage
of
revenue
decreased
to
10%
in
2016
compared
to
12%
in
2015.Product developmentProduct
development
expense
consists
primarily
of
compensation
and
other
employee-related
costs
(including
stock-based
compensation)
and
third-partylabor
costs
that
are
not
capitalized,
for
employees
and
consultants
engaged
in
the
design,
development,
testing
and
enhancement
of
technology.
Product
development
expense
increased
in
2017
compared
to
2016
and
in
2016
compared
to
2015,
as
we
continued
to
invest
in
internal
development
of
newand
enhanced
features,
functionality
and
business
opportunities
that
we
believe
will
enable
us
to
better
and
more
fully
serve
consumers
and
lenders.DepreciationThe
increases
in
depreciation
expense
in
2017
compared
to
2016
and
in
2016
compared
to
2015
were
primarily
the
result
of
higher
investment
in
internallydeveloped
software
in
recent
years,
to
support
the
growth
of
our
business.Amortization of intangiblesThe
increases
in
amortization
of
intangibles
in
2017
compared
to
2016
and
in
2016
compared
to
2015
were
primarily
due
to
intangible
assets
associated
withour
business
acquisitions
in
2017
and
2016.Contingent considerationDuring
2017,
we
recorded
$23.9
million
of
contingent
consideration
expense
due
to
an
adjustment
in
the
estimated
fair
value
of
the
earnout
payments
relatedto
the
CompareCards,
DepositAccounts
and
SnapCap
acquisitions.
The
contingent
consideration
expense
for
the
CompareCards
acquisition
was
$21.2
million,primarily
due
to
an
increased
probability
of
achievement
of
certain
defined
earning
targets
for
CompareCards.
The
contingent
consideration
expense
for
theDepositAccounts
acquisition
was
$2.0
million,
primarily
due
to
an
increased
probability
of
achievement
of
certain
defined
revenue
targets
for
deposits
products.The
contingent
consideration
expense
for
the
SnapCap
acquisition
was
$0.7
million,
primarily
due
to
an
increased
probability
of
achievement
of
certain
definedearnings
targets
for
SnapCap.Income tax expense Year Ended December 31, 2017
2016
2015
(in thousands, except percentages)Income
tax
(expense)
benefit$(6,291)
$(20,366)
$22,973Effective tax rate24.5%
39.5%
(81.1)%For
2017,
the
effective
tax
rate
varied
from
the
statutory
rate
of
35%
primarily
due
to
the
benefit
derived
from
excess
tax
deductions
from
the
vesting
ofrestricted
stock
and
exercise
of
stock
options
of
$12.9
million,
including
state
taxes,
and
the
federal
tax
research
credit.
Additionally,
during
the
fourth
quarter
of2017,
a
net
tax
expense
of
$9.1
million
was
recorded
related
to
the
enactment
of
the
Tax
Cuts
and
Jobs
Act
("TCJA").
The
expense
is
primarily
related
to
theremeasurement
of
deferred
tax
assets
and
liabilities
considering
the
TCJA’s
newly
enacted
tax
rates
and
certain
other
impacts.
Our
determination
of
valuation
ofdeferred
tax
assets
and
liabilities
at
December
31,
2017
related
to
the
TCJA
is
provisional
and
is
subject
to
adjustment
during
a
measurement
period
of
up
to
oneyear
following
the
December
2017
enactment
of
the
TCJA,
as
provided
by
recent
SEC
guidance.For
2016,
the
effective
tax
rate
varied
from
the
statutory
rate
of
35%
primarily
due
to
the
benefit
derived
from
the
federal
research
tax
credit,
partially
offsetby
state
taxes,
including
the
impact
of
a
reduction
in
the
North
Carolina
state
income
tax
rate
which
reduced
the
value
of
our
deferred
tax
assets.
The
federalresearch
tax
credit
benefit
is
the
result
of
a
study
completed
during
the
second
quarter
for
the
open
tax
years
of
2011
through
2015,
plus
an
estimate
of
the
benefitfrom
current
research
activities.For
2015,
the
effective
tax
rate
varied
from
the
statutory
rate
of
35%
primarily
due
to
the
reversal
of
the
federal
and
partial
reversal
of
the
state
valuationallowance
set
up
in
prior
years
against
our
deferred
tax
assets,
partially
offset
by
state
taxes.38Table of ContentsDiscontinued OperationsOn
June
6,
2012,
we
sold
substantially
all
of
the
operating
assets
of
our
LendingTree
Loans
business
for
approximately
$55.9
million
in
cash
to
a
wholly-owned
subsidiary
of
Discover
Financial
Services
("Discover").Discover
generally
did
not
assume
liabilities
of
the
LendingTree
Loans
business
that
arose
before
the
closing
date,
except
for
certain
liabilities
directly
relatedto
assets
Discover
acquired.
Of
the
purchase
price
paid,
as
of
December
31,
2017
,
$4.0
million
is
being
held
in
escrow
in
accordance
with
the
agreement
withDiscover
for
certain
loan
loss
obligations
that
remain
with
us
following
the
sale.During
2017
,
2016
and
2015
,
loss
from
discontinued
operations
of
$3.8
million
,
$3.7
million
and
$3.3
million
,
respectively,
was
attributable
to
theLendingTree
Loans
business.
In
2017,
2016
and
2015,
loss
from
discontinued
operations
was
primarily
due
to
litigation
settlements
and
contingencies
and
legalfees
associated
with
ongoing
legal
proceedings.Adjusted Earnings Before Interest, Taxes, Depreciation and AmortizationWe
report
Adjusted
EBITDA
as
a
supplemental
measure
to
GAAP.
This
measure
is
the
primary
metric
by
which
we
evaluate
the
performance
of
ourbusinesses,
on
which
our
marketing
expenditures
and
internal
budgets
are
based
and
by
which
management
and
many
employees
are
compensated.
We
believe
thatinvestors
should
have
access
to
the
same
set
of
tools
that
we
use
in
analyzing
our
results.
This
non-GAAP
measure
should
be
considered
in
addition
to
resultsprepared
in
accordance
with
GAAP,
but
should
not
be
considered
a
substitute
for
or
superior
to
GAAP
results.
We
provide
and
encourage
investors
to
examine
thereconciling
adjustments
between
the
GAAP
and
non-GAAP
measures
discussed
below.Definition of Adjusted EBITDAWe
report
Adjusted
EBITDA
as
net
income
from
continuing
operations
adjusted
to
exclude
interest,
income
tax,
amortization
of
intangibles
and
depreciation,and
to
further
exclude
(1)
non-cash
compensation
expense,
(2)
non-cash
impairment
charges,
(3)
gain/loss
on
disposal
of
assets,
(4)
restructuring
and
severanceexpenses,
(5)
litigation
settlements
and
contingencies
and
legal
fees
for
certain
patent
litigation,
(6)
acquisitions
and
dispositions
income
or
expense
(includingwith
respect
to
changes
in
fair
value
of
contingent
consideration),
and
(7)
one-time
items.
Adjusted
EBITDA
has
certain
limitations
in
that
it
does
not
take
intoaccount
the
impact
to
our
statement
of
operations
of
certain
expenses,
including
depreciation,
non-cash
compensation
and
acquisition-related
accounting.
Weendeavor
to
compensate
for
the
limitations
of
the
non-GAAP
measures
presented
by
also
providing
the
comparable
GAAP
measures
with
equal
or
greaterprominence
and
descriptions
of
the
reconciling
items,
including
quantifying
such
items,
to
derive
the
non-GAAP
measures.
These
non-GAAP
measures
may
not
becomparable
to
similarly
titled
measures
used
by
other
companies.
One-Time ItemsAdjusted
EBITDA
is
adjusted
for
one-time
items,
if
applicable.
Items
are
considered
one-time
in
nature
if
they
are
non-recurring,
infrequent
or
unusual
andhave
not
occurred
in
the
past
two
years
or
are
not
expected
to
recur
in
the
next
two
years,
in
accordance
with
SEC
rules.
One-time
items
within
the
periodspresented
in
this
report
include
a
$10.0
million
contribution
to
fund
the
newly
formed
LendingTree
Foundation
in
2017
and
$0.1
million
related
to
an
estimatedsettlement
for
unclaimed
property
in
2015.Non-Cash Expenses that are Excluded from Adjusted EBITDANon-cash
compensation
expense
consists
principally
of
expense
associated
with
grants
of
restricted
stock,
restricted
stock
units
and
stock
options,
some
ofwhich
awards
have
performance-based
vesting
conditions.
These
expenses
are
not
paid
in
cash,
and
we
include
the
related
shares
in
our
calculations
of
fully
dilutedshares
outstanding.
Upon
settlement
of
restricted
stock
units,
exercise
of
certain
stock
options
or
vesting
of
restricted
stock
awards,
the
awards
may
be
settled,
on
anet
basis,
with
us
remitting
the
required
tax
withholding
amount
from
our
current
funds.Amortization
of
intangibles
are
non-cash
expenses
relating
primarily
to
intangible
assets
acquired
through
acquisitions.
At
the
time
of
an
acquisition,
theintangible
assets
of
the
acquired
company,
such
as
purchase
agreements,
technology
and
customer
relationships,
are
valued
and
amortized
over
their
estimatedlives.39Table of ContentsThe
following
table
is
a
reconciliation
of
net
income
from
continuing
operations
to
Adjusted
EBITDA.
Year Ended December 31, 2017
2016
2015
(in
thousands)Net income from continuing operations$19,418
$31,208
$51,316Adjustments
to
reconcile
to
Adjusted
EBITDA:




Amortization
of
intangibles12,992
1,243
149Depreciation7,085
4,944
3,008Restructuring
and
severance404
122
422Loss
on
disposal
of
assets839
640
748Non-cash
compensation23,361
9,647
8,370Contribution
to
LendingTree
Foundation10,000
—
—Estimated
settlement
for
unclaimed
property—
—
134Change
in
fair
value
of
contingent
consideration23,931
—
—Acquisition
expense1,595
959
84Litigation
settlements
and
contingencies718
129
(611)Interest
expense,
net7,028
561
171Rental
depreciation
and
amortization
of
intangibles1,475
—
—Income
tax
expense
(benefit)6,291
20,366
(22,973)Adjusted EBITDA$115,137
$69,819
$40,818Financial Position, Liquidity and Capital ResourcesGeneralAs
of
December
31,
2017
,
we
had
$368.6
million
of
cash
and
cash
equivalents
and
$4.1
million
of
restricted
cash
and
cash
equivalents,
compared
to
$91.1million
of
cash
and
cash
equivalents
and
$4.1
million
of
restricted
cash
and
cash
equivalents
as
of
December
31,
2016
.
Notable
transactions
affecting
cash
andcash
equivalents
during
the
reported
periods
are
as
follows:2017In
May
2017,
we
issued
$300.0
million
of
our
0.625%
Convertible
Senior
Notes
for
net
proceeds
of
$290.7
million.
We
used
approximately
$18.1
million
ofthe
net
proceeds
to
enter
into
Convertible
Note
Hedge
and
Warrant
transactions.In
2017,
we
purchased
an
aggregate
of
75,393
shares
of
our
common
stock
pursuant
to
a
stock
repurchase
program
for
$21.0
million,
of
which
we
paid
$19.9million
prior
to
year-end.In
September
2017,
we
acquired
certain
assets
of
SnapCap
for
$11.9
million
in
cash
at
closing
and
potential
future
contingent
consideration
payments
of
up
to$9.0
million
through
March
31,
2020,
subject
to
achieving
specific
targets.In
June
2017,
we
acquired
the
membership
interests
of
MagnifyMoney
for
$29.6
million
cash
consideration
at
the
closing
of
the
transaction.In
June
2017,
we
acquired
substantially
all
of
the
assets
of
DepositAccounts
for
$24.0
million
in
cash
at
closing
and
potential
future
contingent
considerationpayments
of
up
to
$9.0
million
through
June
30,
2020,
subject
to
achieving
specified
targets.
We
made
a
payment
of
$1.0
million
related
to
contingentconsideration
in
2017.2016In
2016,
we
purchased
an
aggregate
of
690,218
shares
of
our
common
stock
pursuant
to
a
stock
repurchase
program
for
$48.5
million.In
December
2016,
we
acquired
two
office
buildings
in
Charlotte,
North
Carolina
for
$23.5
million
in
cash.
We
anticipate
incurring
construction
costs
in
2018to
prepare
the
buildings
for
our
corporate
offices.In
November
2016,
we
acquired
CompareCards
for
$80.7
million
cash
at
closing
and
potential
future
contingent
consideration
payments
of
up
to
$22.5
millionfor
each
of
2017
and
2018,
subject
to
achieving
specified
targets.
We
made
the
initial
$22.5
million
earnout
payment
in
February
2018
and
anticipate
paying
theremaining
$22.5
million
earnout
in
the
first
half
of
2018.40Table of Contents2015In
November
2015,
we
completed
an
equity
offering
of
852,500
shares
of
our
common
stock.
We
received
net
proceeds
of
$91.5
million,
after
deductingapproximately
$5.9
million
in
underwriting
discounts
and
$0.7
million
in
offering
expenses.We
expect
our
cash
and
cash
equivalents
and
cash
flows
from
operations
to
be
sufficient
to
fund
our
operating
needs
for
the
next
twelve
months
and
beyond.Our
amended
and
restated
revolving
credit
facility
described
below
is
an
additional
potential
source
of
liquidity.Senior Secured Revolving Credit FacilityOn
November
21,
2017,
we
entered
into
an
amended
and
restated
$250.0
million
five-year
senior
secured
revolving
credit
facility
which
matures
onNovember
21,
2022
(the
“Revolving
Credit
Facility”).
Borrowings
under
the
Revolving
Credit
Facility
can
be
used
to
finance
working
capital
needs,
capitalexpenditures
and
general
corporate
purposes,
including
to
finance
permitted
acquisitions.
As
of
February
26,
2018
,
we
do
not
have
any
borrowings
under
theRevolving
Credit
Facility.For
additional
information
on
the
Revolving
Credit
Facility,
see Note
11
—Debt
in
the
notes
to
the
consolidated
financial
statements
included
elsewhere
inthis
report.Cash Flows from Continuing OperationsOur
cash
flows
attributable
to
continuing
operations
are
as
follows: Year Ended December 31, 2017
2016
2015
(in
thousands)Net
cash
provided
by
operating
activities$103,538
$64,214
$37,185Net
cash
(used
in)
provided
by
investing
activities(74,437)
(117,215)
4,901Net
cash
provided
by
(used
in)
financing
activities253,125
(52,640)
82,308Cash
Flows
from
Operating
ActivitiesOur
largest
source
of
cash
provided
by
our
operating
activities
is
revenues
generated
by
our
mortgage
and
non-mortgage
products.
Our
primary
uses
of
cashfrom
our
operating
activities
include
advertising
and
promotional
payments.
In
addition,
our
uses
of
cash
from
operating
activities
include
compensation
and
otheremployee-related
costs,
other
general
corporate
expenditures,
litigation
settlements
and
contingencies
and
income
taxes.Net
cash
provided
by
operating
activities
attributable
to
continuing
operations
increased
in
2017
from
2016
primarily
due
to
an
increase
in
revenue,
partiallyoffset
by
an
increase
in
selling
and
marketing
expense.
Additionally,
there
was
a
net
increase
in
cash
from
changes
in
working
capital
primarily
driven
by
changesin
accounts
payable,
accrued
expenses
and
other
liabilities,
partially
offset
by
changes
in
prepaids
and
income
taxes
receivable.Net
cash
provided
by
operating
activities
attributable
to
continuing
operations
increased
in
2016
from
2015
primarily
due
to
an
increase
in
revenue,
partiallyoffset
by
an
increase
in
cost
of
revenue
and
selling
and
marketing.
Additionally,
there
was
an
increase
in
cash
from
changes
in
working
capital
primarily
driven
bychanges
in
accounts
receivable
and
income
taxes
payable.Cash
Flows
from
Investing
ActivitiesNet
cash
used
in
investing
activities
attributable
to
continuing
operations
in
2017
of
$74.4
million
consisted
primarily
of
the
acquisition
of
SnapCap
for
$11.9million,
the
acquisition
of
DepositAccounts
for
$25.0
million,
the
acquisition
of
MagnifyMoney
for
$29.5
million
and
capital
expenditures
of
$8.0
million.Net
cash
used
in
investing
activities
attributable
to
continuing
operations
in
2016
of
$117.2
million
consisted
primarily
of
the
acquisition
of
CompareCards
for$81.2
million,
the
acquisition
of
SimpleTuition
for
$4.5
million,
the
acquisition
of
two
office
buildings
in
Charlotte,
North
Carolina
for
$23.4
million
and
$10.6million
related
to
internally
developed
software
and
the
acquisition
of
an
aircraft.
This
was
partially
offset
by
a
$2.5
million
decrease
in
restricted
cash
due
to
therelease
of
funds
in
escrow
for
the
surety
bonds
due
to
a
reduction
in
collateral
requirements.Net
cash
provided
by
investing
activities
attributable
to
continuing
operations
in
2015
of
$4.9
million
consisted
primarily
of
$12.2
million
in
the
release
ofrestricted
cash
previously
held
in
escrow
in
connection
with
the
sale
of
LendingTree
Loans,
offset
by
capital
expenditures
of
$7.2
million
primarily
related
tointernally
developed
software.41Table of ContentsCash
Flows
from
Financing
ActivitiesNet
cash
provided
by
financing
activities
attributable
to
continuing
operations
in
2017
of
$253.1
million
consisted
primarily
of
$300.0
million
of
grossproceeds
from
the
issuance
of
convertible
senior
notes
and
$43.4
million
of
proceeds
from
the
sale
of
warrants
in
connection
with
the
convertible
senior
notes,partially
offset
by
$61.5
million
for
the
payment
of
convertible
note
hedge
transactions,
$10.5
million
for
the
payment
of
convertible
senior
note
issuance
costs
andamended
and
restated
revolving
credit
facility
issuance
costs
and
$19.9
million
for
the
repurchase
of
our
stock.Net
cash
used
in
financing
activities
attributable
to
continuing
operations
in
2016
of
$52.6
million
consisted
primarily
of
the
repurchase
of
our
stock
of
$48.5million
and
$4.1
million
in
withholding
taxes
paid
by
us
upon
surrender
of
shares
to
satisfy
obligations
on
equity
awards.Net
cash
provided
by
financing
activities
attributable
to
continuing
operations
in
2015
of
$82.3
million
consisted
primarily
of
net
proceeds
from
the
November2015
equity
offering
of
$91.5
million,
offset
by
$7.6
million
in
withholding
taxes
paid
by
us
upon
the
surrender
of
shares
to
satisfy
obligations
on
equity
awardsand
$1.2
million
for
the
payment
of
debt
issuance
costs.Off-Balance Sheet ArrangementsWe
have
no
off-balance
sheet
arrangements
other
than
our
operating
lease
obligations
and
funding
commitments
pursuant
to
our
surety
bonds,
none
of
whichhave
or
are
reasonably
likely
to
have
a
current
or
future
effect
on
our
financial
condition,
changes
in
financial
condition,
revenues
or
expenses,
results
ofoperations,
liquidity,
capital
expenditures
or
capital
resources
that
is
material
to
investors.
See Note
12
—Commitments
to
the
consolidated
financial
statementsincluded
elsewhere
in
the
report
for
further
details.Summary of Contractual ObligationsThe
following
table
sets
forth
our
contractual
obligations
and
commercial
commitments
as
of
December
31,
2017
.
Payments Due By Period as of December 31, 2017Contractual Obligations (a)TotalLess Than1 Year1-3 Years3-5 YearsMore Than5 YearsOperating
lease
obligations
(b)$5,076$1,754$3,200$122$—Long-term
contractual
obligations
(c)68,73350,37318,360——Convertible
debt300,000——300,000—Total contractual obligations$373,809$52,127$21,560$300,122$—(a)Excludes
potential
obligations
under
surety
and
litigation
bonds
and
the
indemnification
obligations,
repurchase
obligations
and
premium
repaymentobligations
for
which
our
HLC
subsidiary
continues
to
be
liable
following
the
sale
of
substantially
all
of
the
operating
assets
of
our
LendingTree
Loansbusiness
in
the
second
quarter
of
2012.
Excludes
a
$0.7
million
accrual
related
to
uncertain
tax
position,
as
we
are
unable
to
determine
when,
or
if,payments
for
these
taxes
will
ultimately
be
made.(b)Our
operating
lease
obligations
are
associated
with
office
space.(c)Includes
a
liability
of
$57.3
million
for
the
estimated
fair
value
of
contingent
consideration
obligations
reflected
on
the
balance
sheet
for
the
acquisition
ofCompareCards,
DepositAccounts,
and
SnapCap.
Actual
contingent
consideration
payments
could
range
from
$22.5
million
to
$45.0
million
forCompareCards,
$1.0
million
to
$8.0
million
for
DepositAccounts
and
zero
to
$9.0
million
for
SnapCap.
Also
includes
a
$0.5
million
hold-back
of
thepurchase
price
related
to
the
SimpleTuition
acquisition
and
$10.9
million
of
certain
other
commitments.42Table of ContentsCritical Accounting Policies and EstimatesThe
following
disclosure
is
provided
to
supplement
the
description
of
our
accounting
policies
contained
in
Note

2
—Significant
Accounting
Policies
to
theconsolidated
financial
statements
included
elsewhere
in
this
report
in
regard
to
significant
areas
of
judgment.
This
disclosure
includes
accounting
policies
related
toboth
continuing
operations
and
discontinued
operations.
Management
is
required
to
make
certain
estimates
and
assumptions
during
the
preparation
of
theconsolidated
financial
statements
in
accordance
with
generally
accepted
accounting
principles.
These
estimates
and
assumptions
impact
the
reported
amount
ofassets
and
liabilities
and
disclosures
of
contingent
assets
and
liabilities
as
of
the
date
of
the
consolidated
financial
statements.
They
also
impact
the
reported
amountof
net
earnings
during
any
period.
Actual
results
could
differ
from
those
estimates.
Because
of
the
size
of
the
financial
statement
elements
to
which
they
relate,some
of
our
accounting
policies
and
estimates
have
a
more
significant
impact
on
our
consolidated
financial
statements
than
others.
A
discussion
of
some
of
ourmore
significant
accounting
policies
and
estimates
follows.Loan Loss ObligationsWe
make
estimates
as
to
our
exposure
related
to
our
obligation
to
repurchase
loans
previously
sold
to
investors
or
to
repay
premiums
paid
by
investors
inpurchasing
loans,
and
reserve
for
such
contingencies
accordingly.
Such
payments
to
investors
may
be
required
in
cases
where
underwriting
deficiencies,
borrowerfraud
and
documentation
defects
occurred.Our
HLC
subsidiary
continues
to
be
liable
for
certain
indemnification
obligations,
repurchase
obligations
and
premium
repayment
obligations
following
thesale
of
substantially
all
of
the
operating
assets
of
our
LendingTree
Loans
business
on
June
6,
2012.
Approximately
$4.0
million
is
being
held
in
escrow
pendingresolution
of
certain
of
these
contingent
liabilities.
We
have
been
negotiating
with
certain
secondary
market
purchasers
to
settle
any
existing
and
future
contingentliabilities,
but
we
may
not
be
able
to
complete
such
negotiations
on
acceptable
terms,
or
at
all.
Because
we
do
not
service
the
loans
LendingTree
Loans
sold,
we
donot
maintain
nor
have
access
to
the
current
balances
and
loan
performance
data
with
respect
to
the
individual
loans
previously
sold
to
investors.
Accordingly,
weare
unable
to
determine,
with
precision,
our
maximum
exposure
for
breaches
of
the
representations
and
warranties
LendingTree
Loans
made
to
the
investors
thatpurchased
such
loans.We
estimate
the
liability
for
loan
losses
using
a
settlement
discount
framework.
This
approach
estimates
the
lifetime
losses
on
the
population
of
remainingloans
originated
and
sold
by
LendingTree
Loans
using
actual
defaults
for
loans
with
similar
characteristics
and
projected
future
defaults.
It
also
considers
thelikelihood
of
claims
expected
due
to
alleged
breaches
of
representations
and
warranties
made
by
LendingTree
Loans
and
the
percentage
of
those
claims
investorsestimate
LendingTree
Loans
may
agree
to
repurchase.
We
then
apply
a
settlement
discount
factor
to
the
result
of
the
foregoing
to
reflect
publicly-
announced
bulksettlements
for
similar
loan
types
and
vintages,
our
own
settlement
experience,
as
well
as
LendingTree
Loans'
non-operating
status,
in
order
to
estimate
a
range
ofthe
potential
obligation.
Changes
to
any
one
of
these
factors
could
significantly
impact
the
estimate
of
the
liability
and
could
have
a
material
and
adverse
impact
onour
results
of
operations
for
any
particular
period.We
have
considered
both
objective
and
subjective
factors
in
our
estimation
process,
but
given
current
general
industry
trends
in
mortgage
loans
as
well
ashousing
prices,
market
expectations
and
actual
losses
related
to
LendingTree
Loans'
obligations
could
vary
significantly
from
the
obligation
recorded
as
ofDecember
31,
2017
of
$7.6
million
or
the
range
of
remaining
loan
losses
of
$4.3
million
to
$7.8
million
.
See Note
17
—Discontinued
Operations—LendingTreeLoans—Loan
Loss
Obligations
to
the
consolidated
financial
statements
included
elsewhere
in
this
report
for
additional
information
on
the
loan
loss
reserve.Income TaxesEstimates
of
deferred
income
taxes
and
the
significant
items
giving
rise
to
the
deferred
assets
and
liabilities
are
shown
in
Note

10
—Income
Taxes
to
theconsolidated
financial
statements
included
elsewhere
in
this
report,
and
reflect
management's
assessment
of
actual
future
taxes
to
be
paid
on
items
reflected
in
theconsolidated
financial
statements,
giving
consideration
to
both
timing
and
the
probability
of
realization.
Actual
income
taxes
could
vary
from
these
estimates
dueto
future
changes
in
income
tax
law,
state
income
tax
apportionment
or
the
outcome
of
any
review
of
our
tax
returns
by
the
IRS,
as
well
as
actual
operating
resultsthat
may
vary
significantly
from
anticipated
results.We
also
recognize
liabilities
for
uncertain
tax
positions
based
on
the
two-step
process
prescribed
by
the
accounting
guidance
for
uncertainty
in
income
taxes.The
first
step
is
to
evaluate
the
tax
position
for
recognition
by
determining
if
the
weight
of
available
evidence
indicates
it
is
more
likely
than
not
that
the
positionwill
be
sustained
on
audit,
including
resolution
of
related
appeals
or
litigation
processes,
if
any.
The
second
step
is
to
measure
the
tax
benefit
as
the
largest
amountthat
is
more
than
50%
likely
of
being
realized
upon
ultimate
settlement.
This
measurement
step
is
inherently
difficult
and
requires
subjective
estimations
of
suchamounts
to
determine
the
probability
of
various
possible
outcomes.
We
consider
many
factors
when
evaluating
and
estimating
our
tax
positions
and
tax
benefits,which
may
require
periodic
adjustments
and
which
may
not
accurately
anticipate
actual
outcomes.43Table of ContentsA
valuation
allowance
is
provided
on
deferred
tax
assets
if
it
is
determined
that
it
is
"more likely than not" that
the
deferred
tax
asset
will
not
be
realized.In
the
fourth
quarter
of
2015,
we
concluded,
based
upon
all
available
evidence,
it
was
more
likely
than
not
we
would
have
sufficient
future
taxable
income
torealize
the
majority
of
our
net
deferred
tax
assets.
As
a
result,
we
released
the
majority
of
the
valuation
allowance
in
2015.
We
significantly
improved
ouroperating
performance
in
2015,
emerged
from
cumulative
losses
in
previous
years
to
a
cumulative
profit
position
and
project
taxable
income
in
future
years.
Whilewe
believe
the
assumptions
included
in
our
projections
of
future
taxable
income
are
reasonable,
if
the
actual
results
vary
from
expected
results
due
to
unforeseenchanges
in
the
economy
or
mortgage
industry,
or
other
factors,
we
may
need
to
make
future
adjustments
to
the
valuation
allowance
for
all,
or
a
portion,
of
the
netdeferred
tax
assets.At
December
31,
2017
and
2016,
we
recorded
a
partial
valuation
allowance
of
$2.7
million
and
$2.1
million
,
respectively,
primarily
related
to
state
netoperating
losses,
which
we
do
not
expect
to
be
able
to
utilize
prior
to
expiration.Stock-Based CompensationThe
forms
of
stock-based
awards
granted
to
our
employees
are
principally
restricted
stock
units
("RSUs"),
RSUs
with
performance
conditions,
restrictedstock,
stock
options
and
stock
options
with
performance
conditions.
Further,
performance-based
stock
options
with
market
conditions
and
time-vested
restrictedstock
with
a
performance
condition
have
been
granted
to
our
Chairman
and
Chief
Executive
Officer.
The
value
of
RSU
and
restricted
stock
awards
is
measured
attheir
grant
dates
as
the
fair
value
of
common
stock
and
amortized
ratably
as
non-cash
compensation
expense
over
the
vesting
term.
The
value
of
stock
optionsissued
is
estimated
using
a
Black-Scholes
option
pricing
model.
The
value
of
performance-based
awards
is
measured
at
their
grant
dates
and
recognized
as
non-cash
compensation
expense,
considering
the
probability
of
the
targets
being
achieved.
Performance-based
awards
with
a
market
condition
are
valued
using
a
MonteCarlo
simulation
model.
If
an
award
is
modified,
we
determine
if
the
modification
requires
a
new
calculation
of
fair
value
or
change
in
the
vesting
term
of
theaward.
See Note

9
—Stock-Based
Compensation
to
the
consolidated
financial
statements
included
elsewhere
in
this
report
for
additional
information
onassumptions
and
inputs
to
the
fair
value
determination
of
stock-based
awards.Evaluation of Goodwill and Indefinite-Lived Intangible Assets ImpairmentWe
test
goodwill
and
indefinite-lived
intangible
assets,
primarily
trade
names
and
trademarks,
annually
for
impairment
as
of
October
1,
or
more
frequentlyupon
the
occurrence
of
certain
events
or
substantive
changes
in
circumstances.
As
part
of
our
annual
impairment
testing
of
goodwill
and
indefinite-lived
intangibleassets,
in
each
instance,
we
may
elect
to
assess
qualitative
factors
as
a
basis
for
determining
whether
it
is
necessary
to
perform
the
traditional
quantitativeimpairment
testing.
If
our
assessment
of
these
qualitative
factors
indicates
that
it
is
not
more
likely
than
not
that
the
fair
value
of
the
reporting
unit
or
indefinite-lived
intangible
asset
is
less
than
its
carrying
value,
then
no
further
testing
is
required.
Otherwise,
the
goodwill
reporting
unit
or
long-lived
intangible
assets,
asapplicable,
must
be
quantitatively
tested
for
impairment.The
quantitative
test
for
goodwill
impairment
is
determined
using
a
two-step
process.
Performing
the
first
step
to
compare
reporting
unit
fair
value
with
itscarrying
value
using
a
discounted
cash
flow
("DCF")
analysis
requires
the
exercise
of
significant
judgments,
including
judgments
about
appropriate
discount
rates,perpetual
growth
rates
and
the
amount
and
timing
of
expected
future
cash
flows.
If
the
carrying
amount
of
a
reporting
unit
exceeds
its
fair
value,
the
second
step
ofthe
goodwill
impairment
test
is
required
to
be
performed
to
measure
the
amount
of
impairment,
if
any.
The
second
step
of
the
goodwill
impairment
test
comparesthe
implied
fair
value
of
the
reporting
unit's
goodwill
(determined
in
the
same
manner
as
the
amount
of
goodwill
recognized
in
a
business
combination)
with
thecarrying
amount
of
that
goodwill.
If
the
carrying
amount
of
the
reporting
unit's
goodwill
exceeds
the
implied
fair
value
of
that
goodwill,
an
impairment
loss
isrecognized
in
an
amount
equal
to
that
excess.The
quantitative
impairment
test
for
indefinite-lived
intangible
assets
involves
a
DCF
valuation
analysis
that
employs
a
relief-from-royalty
methodology
inestimating
the
fair
value
of
trade
names
and
trademarks.
Significant
judgments
inherent
in
this
analysis
include
the
determination
of
royalty
rates,
discount
rates,perpetual
growth
rates
and
the
amount
and
timing
of
future
revenues.
If
the
carrying
value
of
the
indefinite-lived
intangible
asset
exceeds
its
estimated
fair
value,an
impairment
loss
is
recognized
in
an
amount
equal
to
that
excess.The
value
of
goodwill
and
indefinite-lived
intangible
assets
subject
to
assessment
for
impairment
at
December
31,
2017
is
$113.4
million
and
$10.1
million
,respectively.Recoverability of Long-Lived AssetsWe
review
the
carrying
value
of
all
long-lived
assets,
primarily
property
and
equipment,
and
definite-lived
intangible
assets
for
impairment
whenever
eventsor
changes
in
circumstances
indicate
that
the
carrying
value
of
an
asset
may
be
impaired.
Impairment
is
considered
to
have
occurred
whenever
the
carrying
valueof
a
long-lived
asset
cannot
be
recovered
from
cash
flows44Table of Contentsthat
are
expected
to
result
from
the
use
and
eventual
disposition
of
the
asset.
This
recoverability
test
requires
us
to
make
assumptions
and
judgments
related
tofactors
used
in
a
calculation
of
undiscounted
cash
flows,
including,
but
not
limited
to,
management’s
expectations
for
future
operations
and
projected
cash
flows.The
key
assumptions
used
in
this
calculation
include
Adjusted
EBITDA,
the
remaining
useful
lives
of
the
primary
cash
flow
generating
asset
in
the
asset
groupand,
to
a
lesser
extent,
the
deduction
of
capital
expenditures
and
taxes
paid
in
cash
to
arrive
at
net
cash
flows.The
value
of
long-lived
assets
subject
to
assessment
for
impairment
is
$107.4
million
at
December
31,
2017
.Business AcquisitionsWhen
we
acquire
businesses,
we
allocate
the
purchase
price
to
tangible
assets
and
liabilities
and
identifiable
intangible
assets
acquired
at
their
acquisition
datefair
values.
Any
residual
purchase
price
is
recorded
as
goodwill.
We
also
estimate
the
fair
value
of
any
contingent
consideration
using
Level
3
unobservable
inputs.Our
estimates
of
fair
value
are
based
upon
assumptions
believed
to
be
reasonable
but
which
are
uncertain
and
involve
significant
judgments
by
management.We
reassess
the
fair
value
of
contingent
consideration
quarterly
until
the
contingency
is
resolved,
and
changes
in
the
fair
value
are
recorded
in
operatingincome
in
the
consolidated
statements
of
operations.New Accounting PronouncementsSee Note

2
—Significant
Accounting
Policies
to
the
consolidated
financial
statements
included
elsewhere
in
this
report
for
a
description
of
recent
accountingpronouncements.ITEM 7A.   Quantitative
and
Qualitative
Disclosures
about
Market
RiskOther
than
our
Revolving
Credit
Facility,
which
currently
has
no
borrowings
outstanding,
we
do
not
have
any
financial
instruments
that
are
exposed
tosignificant
market
risk.
We
maintain
our
cash
and
cash
equivalents
in
bank
deposits
and
short-term,
highly
liquid
money
market
investments.
A
hypothetical
100-basis
point
increase
or
decrease
in
market
interest
rates
would
not
have
a
material
impact
on
the
fair
value
of
our
cash
equivalents
securities,
or
our
earnings
onsuch
cash
equivalents,
but
would
have
an
effect
on
the
interest
paid
on
borrowings
under
the
Revolving
Credit
Facility,
if
any.
As
of
February
26,
2018
,
there
wereno
borrowings
under
the
Revolving
Credit
Facility.
Increases
in
the
Federal
Funds
interest
rates
may
also
affect
contingent
consideration
payable
toDepositAccounts.
See Note
6
-
Business
Acquisition
-
2017
Acquisitions
-
DepositAccounts.Fluctuations
in
interest
rates
affect
consumer
demand
for
new
mortgages
and
the
level
of
refinancing
activity
which,
in
turn,
affects
lender
demand
formortgage
leads.
Typically,
a
decline
in
mortgage
interest
rates
will
lead
to
reduced
lender
demand
for
leads
from
third-party
sources,
as
there
are
more
consumersin
the
marketplace
seeking
refinancings
and,
accordingly,
lenders
receive
more
organic
lead
volume.
Conversely,
an
increase
in
mortgage
interest
rates
willtypically
lead
to
an
increase
in
lender
demand
for
third-party
leads,
as
there
are
fewer
consumers
in
the
marketplace
and,
accordingly,
the
supply
of
organicmortgage
lead
volume
decreases.45Table of ContentsITEM 8.   Financial
Statements
and
Supplementary
DataINDEX TO FINANCIAL STATEMENTS  PageNumberLENDINGTREE,
INC.
AND
SUBSIDIARIES:Report
of
Independent
Registered
Public
Accounting
Firm47
CONSOLIDATED
FINANCIAL
STATEMENTS:

Consolidated
Statements
of
Operations

and
Comprehensive
Income49
Consolidated
Balance
Sheets50
Consolidated
Statements
of
Shareholders'
Equity51
Consolidated
Statements
of
Cash
Flows52
Notes
to
Consolidated
Financial
Statements5346Table of ContentsReport of Independent Registered Public Accounting FirmTo
the
Board
of
Directors
and
Shareholders
of
LendingTree,
Inc.Opinions
on
the
Financial
Statements
and
Internal
Control
over
Financial
ReportingWe
have
audited
the
accompanying
consolidated
balance
sheets
of
LendingTree,
Inc.
and
its
subsidiaries
as
of
December
31,
2017
and
2016,
and
the
relatedconsolidated
statements
of
operations
and
comprehensive
income,
of
shareholders’
equity
and
of
cash
flows
for
each
of
the
three
years
in
the
period
endedDecember
31,
2017,
including
the
related
notes
(collectively
referred
to
as
the
“consolidated
financial
statements”).
We
also
have
audited
the
Company's
internalcontrol
over
financial
reporting
as
of
December
31,
2017,
based
on
criteria
established
in
Internal Control - Integrated Framework (2013)
issued
by
the
Committeeof
Sponsoring
Organizations
of
the
Treadway
Commission
(COSO).In
our
opinion,
the
consolidated
financial
statements
referred
to
above
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Company
as
of
December31,
2017
and
2016,
and
the
results
of
their
operations
and
their
cash
flows
for
each
of
the
three
years
in
the
period
ended
December
31,
2017
in
conformity
withaccounting
principles
generally
accepted
in
the
United
States
of
America.
Also
in
our
opinion,
the
Company
maintained,
in
all
material
respects,
effective
internalcontrol
over
financial
reporting
as
of
December
31,
2017,
based
on
criteria
established
in
Internal Control - Integrated Framework (2013)
issued
by
the
COSO.Basis
for
OpinionsThe
Company's
management
is
responsible
for
these
consolidated
financial
statements,
for
maintaining
effective
internal
control
over
financial
reporting,
and
forits
assessment
of
the
effectiveness
of
internal
control
over
financial
reporting,
included
in
Management’s
Report
on
Internal
Control
over
Financial
Reportingappearing
under
Item
9A.
Our
responsibility
is
to
express
opinions
on
the
Company’s
consolidated
financial
statements
and
on
the
Company's
internal
control
overfinancial
reporting
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)("PCAOB")
and
are
required
to
be
independent
with
respect
to
the
Company
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
andregulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audits
to
obtain
reasonableassurance
about
whether
the
consolidated
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud,
and
whether
effective
internalcontrol
over
financial
reporting
was
maintained
in
all
material
respects.Our
audits
of
the
consolidated
financial
statements
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
consolidated
financialstatements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidenceregarding
the
amounts
and
disclosures
in
the
consolidated
financial
statements.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significantestimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
consolidated
financial
statements.
Our
audit
of
internal
control
over
financialreporting
included
obtaining
an
understanding
of
internal
control
over
financial
reporting,
assessing
the
risk
that
a
material
weakness
exists,
and
testing
andevaluating
the
design
and
operating
effectiveness
of
internal
control
based
on
the
assessed
risk.
Our
audits
also
included
performing
such
other
procedures
as
weconsidered
necessary
in
the
circumstances.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinions.Definition
and
Limitations
of
Internal
Control
over
Financial
ReportingA
company’s
internal
control
over
financial
reporting
is
a
process
designed
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
thepreparation
of
financial
statements
for
external
purposes
in
accordance
with
generally
accepted
accounting
principles.
A
company’s
internal
control
over
financialreporting
includes
those
policies
and
procedures
that
(i)
pertain
to
the
maintenance
of
records
that,
in
reasonable
detail,
accurately
and
fairly
reflect
the
transactionsand
dispositions
of
the
assets
of
the
company;
(ii)
provide
reasonable
assurance
that
transactions
are
recorded
as
necessary
to
permit
preparation
of
financialstatements
in
accordance
with
generally
accepted
accounting
principles,
and
that
receipts
and
expenditures
of
the
company
are
being
made
only
in
accordance
withauthorizations
of
management
and
directors
of
the
company;
and
(iii)
provide
reasonable
assurance
regarding
prevention
or
timely
detection
of
unauthorizedacquisition,
use,
or
disposition
of
the
company’s
assets
that
could
have
a
material
effect
on
the
financial
statements.47Table of ContentsBecause
of
its
inherent
limitations,
internal
control
over
financial
reporting
may
not
prevent
or
detect
misstatements.
Also,
projections
of
any
evaluation
ofeffectiveness
to
future
periods
are
subject
to
the
risk
that
controls
may
become
inadequate
because
of
changes
in
conditions,
or
that
the
degree
of
compliance
withthe
policies
or
procedures
may
deteriorate./s/
PricewaterhouseCoopers
LLPCharlotte,
North
CarolinaFebruary
26,
2018We
have
served
as
the
Company’s
auditor
since
2012.48Table of ContentsLENDINGTREE, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31, 2017
2016
2015 (in
thousands,
except
per
share
amounts)Revenue$617,736$384,402
$254,216Costs
and
expenses:
Cost
of
revenue
(exclusive of depreciation and amortization shown separately below)17,22313,764
9,370Selling
and
marketing
expense432,784261,100
172,849General
and
administrative
expense71,54137,227
30,030Product
development17,92513,761
10,485Depreciation7,0854,944
3,008Amortization
of
intangibles12,9921,243
149Change
in
fair
value
of
contingent
consideration23,931
—
—Restructuring
and
severance404122
422Litigation
settlements
and
contingencies718129
(611)Total costs and expenses584,603332,290
225,702Operating income33,13352,112
28,514Other
(expense)
income,
net:


Interest
expense,
net(7,028)(561)
(171)Other
(expense)
income(396)
23
—Income before income taxes25,70951,574
28,343Income
tax
(expense)
benefit(6,291)(20,366)
22,973Net income from continuing operations19,41831,208
51,316Loss from discontinued operations, net of tax(3,840)(3,714)
(3,269)Net income and comprehensive income$15,578$27,494
$48,047
Weighted average shares outstanding:
Basic11,94511,812
11,516Diluted13,68212,773
12,541Income per share from continuing operations:


Basic$1.63$2.64
$4.46Diluted$1.42$2.44
$4.09Loss per share from discontinued operations:



Basic$(0.32)$(0.31)
$(0.28)Diluted$(0.28)$(0.29)
$(0.26) Net income per share:



Basic$1.30$2.33
$4.17Diluted$1.14$2.15
$3.83The
accompanying
notes
to
consolidated
financial
statements
are
an
integral
part
of
these
statements.49Table of ContentsLENDINGTREE, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSDecember 31, 2017December 31, 2016 (in
thousands,
except
par
valueand
share
amounts)ASSETS:

Cash
and
cash
equivalents$368,550$91,131Restricted
cash
and
cash
equivalents4,0914,089Accounts
receivable
(net
of
allowance
of
$675
and
$1,059,
respectively)53,44441,382Prepaid
and
other
current
assets11,8814,021Current
assets
of
discontinued
operations75—Total current assets438,041140,623Property
and
equipment
(net
of
accumulated
depreciation
of
$13,043
and
$9,739,
respectively)36,43135,462Goodwill113,36856,457Intangible
assets,
net81,12571,684Deferred
income
tax
assets20,156
14,610Other
non-current
assets1,910810Non-current
assets
of
discontinued
operations2,4283,781Total assets$693,459$323,427LIABILITIES:

Accounts
payable,
trade$9,250$5,593Accrued
expenses
and
other
current
liabilities77,18349,403Current
contingent
consideration46,576
—Current
liabilities
of
discontinued
operations
(Note
17)14,50711,711Total current liabilities147,51666,707Long-term
debt238,199
—Non-current
contingent
consideration11,27323,600Other
non-current
liabilities1,5971,685Total liabilities398,58591,992Commitments
and
contingencies
(Notes
12
and
13)SHAREHOLDERS' EQUITY:

Preferred
stock
$.01
par
value;
5,000,000
shares
authorized;
none
issued
or
outstanding——Common
stock
$.01
par
value;
50,000,000
shares
authorized;
14,218,572
and
13,955,378
shares
issued,respectively,
and
11,979,434
and
11,791,633
shares
outstanding,
respectively142140Additional
paid-in
capital1,087,5821,018,010Accumulated
deficit(708,354)(722,630)Treasury
stock;
2,239,138
and
2,163,745
shares,
respectively(85,085)(64,085)Noncontrolling
interest
(Note
6)589
—Total shareholders' equity294,874231,435Total liabilities and shareholders' equity$693,459$323,427


The
accompanying
notes
to
consolidated
financial
statements
are
an
integral
part
of
these
statements.50Table of ContentsLENDINGTREE, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY  
Common Stock
 
 
Treasury Stock
 Total
Numberof Shares
Amount
AdditionalPaid-inCapital
AccumulatedDeficit
Numberof Shares
AmountNoncontrollingInterest (in
thousands)Balance as of December 31, 2014$96,366
12,855
$129
$909,751
$(798,171)
1,468
$(15,343)$—Net
income
and
comprehensive
income48,047
—
—
—
48,047
—
——Non-cash
compensation8,508——8,508————Purchase
of
treasury
stock(218)————6(218)—Dividends(11)——(11)————Issuance
of
common
stock
for
stockoptions,
restricted
stock
awards
andrestricted
stock
units,
net
of
withholdingtaxes(7,613)1581(7,614)————Tax
benefit
from
stock-based
awardactivity4,601
—
—
4,601
—
—
——Proceeds
from
equity
offering,
net
ofoffering
costs91,462
853
9
91,453
—
—
——Balance as of December 31, 2015$241,14213,866$139$1,006,688$(750,124)1,474$(15,561)$—Net
income
and
comprehensive
income27,494
—
—
—
27,494
—
——Non-cash
compensation9,647——9,647————Purchase
of
treasury
stock(48,524)————690(48,524)—Issuance
of
common
stock
for
stockoptions,
restricted
stock
awards
andrestricted
stock
units,
net
of
withholdingtaxes(4,084)891(4,085)————Tax
benefit
from
stock-based
awardactivity5,760
—
—
5,760
—
—
——Balance as of December 31, 2016$231,435
13,955
$140
$1,018,010
$(722,630)
2,164
$(64,085)$—Net
income
and
comprehensive
income15,578
—
—
—
15,578
—
——Non-cash
compensation23,361
—
—
23,361
—
—
——Purchase
of
treasury
stock(21,000)
—
—
—
—
75
(21,000)—Issuance
of
common
stock
for
stockoptions,
restricted
stock
awards
andrestricted
stock
units,
net
of
withholdingtaxes1,601
263
2
1,599
—
—
——Cumulative
effect
adjustment
due
to
ASU2016-09985
—
—
2,287
(1,302)
—
——Issuance
of
0.625%
Convertible
SeniorNotes,
net60,415
—
—
60,415
—
—
——Convertible
note
hedge(61,500)
—
—
(61,500)
—
—
——Sale
of
warrants43,410
—
—
43,410
—
—
——Noncontrolling
interest
(Note
6)589
—
—
—
—
—
—589Balance as of December 31, 2017$294,87414,218$142$1,087,582$(708,354)2,239$(85,085)$589


The
accompanying
notes
to
consolidated
financial
statements
are
an
integral
part
of
these
statements.51Table of ContentsLENDINGTREE, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
201720162015
(in
thousands)Cash
flows
from
operating
activities
attributable
to
continuing
operations:

Net income and comprehensive income$15,578$27,494$48,047Less:
Loss
from
discontinued
operations,
net
of
tax3,8403,7143,269Income
from
continuing
operations19,41831,20851,316Adjustments
to
reconcile
income
from
continuing
operations
to
net
cash
provided
by
operating
activities
attributable
to
continuingoperations:

Loss
on
disposal
of
fixed
assets840640748Amortization
of
intangibles12,9921,243149Depreciation7,0854,9443,008Rental
amortization
of
intangibles
and
depreciation1,474——Non-cash
compensation
expense23,3619,6478,508Deferred
income
taxes(6,370)6,367(29,969)Change
in
fair
value
of
contingent
consideration23,931——Bad
debt
expense195515337Amortization
of
debt
issuance
costs1,03224547Write-off
of
previously-capitalized
debt
issuance
costs90——Amortization
of
convertible
debt
discount6,385——Changes
in
current
assets
and
liabilities:
Accounts
receivable(11,381)(8,361)(16,598)Prepaid
and
other
current
assets(5,358)(1,558)(874)Income
taxes
receivable(1,104)13,3856,247Accounts
payable,
accrued
expenses
and
other
current
liabilities31,1084,76913,689Other,
net(160)1,170577Net cash provided by operating activities attributable to continuing operations103,53864,21437,185Cash
flows
from
investing
activities
attributable
to
continuing
operations:

Capital
expenditures(8,040)(31,955)(7,237)Acquisition
of
intangible
assets(5)(2,030)—Acquisition
of
SnapCap(11,886)——Acquisition
of
DepositAccounts(25,000)——Acquisition
of
MagnifyMoney,
net
of
cash
acquired(29,504)——Acquisition
of
CompareCards—(81,182)—Acquisition
of
other
businesses—(4,500)(37)(Increase)
decrease
in
restricted
cash(2)2,45212,175Net cash (used in) provided by investing activities attributable to continuing operations(74,437)(117,215)4,901Cash
flows
from
financing
activities
attributable
to
continuing
operations:

Proceeds
from
exercise
of
stock
options,
net
of
payments
related
to
net-share
settlement
of
stock-based
compensation1,602(4,085)(7,612)Proceeds
from
the
issuance
of
0.625%
Convertible
Senior
Notes300,000——Payment
of
convertible
note
hedge
transactions(61,500)——Proceeds
from
the
sale
of
warrants43,410——Proceeds
from
equity
offering,
net
of
offering
costs—(23)91,484Payment
of
debt
issuance
costs(10,486)(8)(1,215)Purchase
of
treasury
stock(19,901)(48,524)(218)Dividends——(131)Net cash provided by (used in) financing activities attributable to continuing operations253,125(52,640)82,308Total cash provided by (used in) continuing operations282,226(105,641)124,394Discontinued
operations:Net
cash
used
in
operating
activities
attributable
to
discontinued
operations(4,807)(10,203)(3,631)Total cash used in discontinued operations(4,807)(10,203)(3,631)Net increase (decrease) in cash and cash equivalents277,419(115,844)120,763Cash
and
cash
equivalents
at
beginning
of
period91,131206,97586,212Cash and cash equivalents at end of period$368,550$91,131$206,975Supplemental cash flow information:Interest
paid$1,327$320$60Income
tax
payments20,3593,095703Income
tax
refunds(133)(22)(96)The
accompanying
notes
to
consolidated
financial
statements
are
an
integral
part
of
these
statements.52LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 1—ORGANIZATIONCompany OverviewLendingTree,
Inc.
("LendingTree"
or
the
"Company"),
is
the
parent
of
LendingTree,
LLC
and
several
companies
owned
by
LendingTree,
LLC.LendingTree
operates
what
it
believes
to
be
the
leading
online
loan
marketplace
for
consumers
seeking
loans
and
other
credit-based
offerings.
The
Companyoffers
consumers
tools
and
resources,
including
free
credit
scores,
that
facilitate
comparison-shopping
for
mortgage
loans,
home
equity
loans
and
lines
of
credit,reverse
mortgage
loans,
auto
loans,
credit
cards,
deposit
accounts,
personal
loans,
student
loans,
small
business
loans
and
other
related
offerings.
The
Companyprimarily
seeks
to
match
in-market
consumers
with
multiple
lenders
on
its
marketplace
who
can
provide
them
with
competing
quotes
for
the
loans,
deposits
orcredit-based
offerings
they
are
seeking.
The
Company
also
serves
as
a
valued
partner
to
lenders
seeking
an
efficient,
scalable
and
flexible
source
of
customeracquisition
with
directly
measurable
benefits,
by
matching
the
consumer
loan
inquiries
it
generates
with
these
lenders.The
consolidated
financial
statements
include
the
accounts
of
LendingTree
and
all
its
wholly-owned
entities.
Intercompany
transactions
and
accounts
havebeen
eliminated.Discontinued OperationsThe
LendingTree
Loans
business
is
presented
as
discontinued
operations
in
the
accompanying
consolidated
balance
sheets,
consolidated
statements
ofoperations
and
comprehensive
income
and
consolidated
cash
flows
for
all
periods
presented.
The
notes
accompanying
these
consolidated
financial
statementsreflect
the
Company's
continuing
operations
and,
unless
otherwise
noted,
exclude
information
related
to
the
discontinued
operations.
See Note
17
— DiscontinuedOperations
for
additional
information.Basis of PresentationThe
accompanying
consolidated
financial
statements
have
been
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
ofAmerica
("GAAP")
and
pursuant
to
the
rules
and
regulations
of
the
U.S.
Securities
and
Exchange
Commission
("SEC").NOTE 2—SIGNIFICANT ACCOUNTING POLICIESRevenue RecognitionThe
Company
derives
its
revenue
primarily
from
match
fees
and
closing
fees.
Revenue
within
the
mortgage
product
category
is
primarily
generated
frommatch
fees
paid
by
network
lenders
that
receive
a
loan
request,
and
in
some
cases
upfront
fees
or
clicks
or
call
transfers.
In
addition
to
match
and
other
upfrontfees,
revenue
within
the
non-mortgage
product
category
is
also
generated
from
closing
fees
and
approval
fees.Match
fees
are
earned
through
the
delivery
of
qualified
loan
requests
that
originated
through
the
Company's
websites
or
affiliates.
The
Company
recognizesrevenue
when
persuasive
evidence
of
an
arrangement
exists,
delivery
has
occurred,
the
fee
is
fixed
or
determinable
and
collectability
is
reasonably
assured.Delivery
is
deemed
to
have
occurred
at
the
time
a
loan
request
is
delivered
to
the
customer,
provided
that
no
significant
obligations
remain.Closing
fees
are
derived
from
lenders
on
certain
auto,
business,
personal
loan
types
and
student
loans
when
a
transaction
is
closed
with
the
consumer.
Closedloan
fees
and
closed
sale
fees
are
recognized
at
the
time
the
lender
reports
the
closed
loan
or
closed
sale
to
the
Company,
which
could
be
several
months
after
theoriginal
request
is
transmitted.
For
consumer
credit
card
loan
requests,
the
Company
sends
traffic
to
issuers
and
recognizes
revenue
at
the
time
of
card
approval.Cash and Cash EquivalentsCash
and
cash
equivalents
include
cash
and
short-term,
highly
liquid
money
market
investments
with
original
maturities
of
three
months
or
less.53LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSRestricted CashCash
escrowed
or
contractually
restricted
for
a
specific
purpose
is
designated
as
restricted
cash.Accounts ReceivableAccounts
receivable
are
stated
at
amounts
due
from
customers,
net
of
an
allowance
for
doubtful
accounts.The
Company
determines
its
allowance
for
doubtful
accounts
by
considering
a
number
of
factors,
including
the
length
of
time
accounts
receivable
are
pastdue,
previous
loss
history
and
the
specific
customer's
current
ability
to
pay
its
obligation.
Accounts
receivable
are
considered
past
due
when
they
are
outstandinglonger
than
the
contractual
payment
terms.
Accounts
receivable
are
written
off
when
management
deems
them
uncollectible.A
reconciliation
of
the
beginning
and
ending
balances
of
the
allowance
for
doubtful
accounts
is
as
follows
(in thousands) : Year Ended December 31, 2017
2016
2015Balance, beginning of the period$1,059
$606
$349Charges
to
earnings195
515
337Write-off
of
uncollectible
accounts
receivable(579)
(62)
(80)Balance, end of the period$675
$1,059
$606Loan Loss Obligations (Discontinued Operations)The
Company's
Home
Loan
Center,
Inc.
("HLC")
subsidiary,
which
during
its
period
of
active
operation
primarily
conducted
business
as
LendingTree
Loans,sold
loans
it
originated
to
investors
on
a
servicing-released
basis
and
the
risk
of
loss
or
default
by
the
borrower
was
generally
transferred
to
the
investor.
However,LendingTree
Loans
was
required
by
these
investors
to
make
certain
representations
relating
to
credit
information,
loan
documentation
and
collateral.
To
the
extentLendingTree
Loans
did
not
comply
with
such
representations,
LendingTree
Loans
may
be
required
to
repurchase
loans
or
indemnify
the
investors
for
any
lossesfrom
borrower
defaults.
LendingTree
Loans
maintains
a
liability
for
the
estimated
exposure
relating
to
such
contingent
obligations
and
changes
to
the
estimate
arerecorded
in
income
from
discontinued
operations
in
the
periods
they
occur.The
Company
estimates
the
liability
for
loan
losses
using
a
settlement
discount
framework.
This
approach
estimates
the
lifetime
losses
on
the
population
ofremaining
loans
originated
and
sold
by
LendingTree
Loans
using
actual
defaults
for
loans
with
similar
characteristics
and
projected
future
defaults.
It
alsoconsiders
the
likelihood
of
claims
expected
due
to
alleged
breaches
of
representations
and
warranties
made
by
LendingTree
Loans
and
the
percentage
of
thoseclaims
investors
estimate
LendingTree
Loans
may
agree
to
repurchase.
The
Company
then
applies
a
settlement
discount
factor
to
the
result
of
the
foregoing
toreflect
publicly-announced
bulk
settlements
for
similar
loan
types
and
vintages,
the
Company's
own
settlement
experience,
as
well
as
LendingTree
Loans'
non-operating
status,
in
order
to
estimate
a
range
of
potential
liability.
Changes
to
any
one
of
these
factors
could
significantly
impact
the
estimate
of
the
liability
andcould
have
a
material
impact
on
the
Company's
results
of
operations
for
any
particular
period.
See Note
17
—Discontinued
Operations—LendingTree
Loans—Loan
Loss
Obligations
for
additional
information
on
the
loan
loss
reserve.Segment ReportingThe
Company
has
one
reportable
segment.Property and EquipmentProperty
and
equipment,
including
internally-developed
software
and
significant
improvements,
are
recorded
at
cost
less
accumulated
depreciation.Acquisition
and
construction
costs
for
land
and
building
is
capitalized
and
depreciated
over
the
applicable
useful
lives.
Due
to
the
rapid
advancements
intechnology
and
evolution
of
company
products,
all
internally-developed
software
is
written-off
at
the
end
of
its
useful
life.
Repairs
and
maintenance
and
any
gainsor
losses
on
dispositions
are
recognized
as
incurred
in
current
operations.54LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDepreciation
is
recorded
on
a
straight-line
basis
to
allocate
the
cost
of
depreciable
assets
to
operations
over
their
estimated
service
lives.
The
following
tablepresents
the
estimated
useful
lives
for
each
asset
category:Asset CategoryEstimated Useful LivesLandN/ABuilding34
yearsSite
Improvements1
to
15
yearsComputer
equipment
and
capitalized
software1
to
5
yearsLeasehold
improvementsLesser
of
asset
life
or
life
of
leaseFurniture
and
other
equipment3
to
7
yearsAircraft
and
automobile5
to
10
yearsSoftware Development CostsSoftware
development
costs
primarily
include
internal
and
external
labor
expenses
incurred
to
develop
the
software
that
powers
the
Company's
websites.Certain
costs
incurred
during
the
application
development
stage
are
capitalized
based
on
specific
activities
tracked,
while
costs
incurred
during
the
preliminaryproject
stage
and
post-implementation/operation
stage
are
expensed
as
incurred.
Capitalized
software
development
costs
are
amortized
over
an
estimated
useful
lifeof
one
to
three
years
.Goodwill and Indefinite-Lived Intangible AssetsGoodwill
acquired
in
business
combinations
is
assigned
to
the
reporting
units
that
are
expected
to
benefit
from
the
combination
as
of
the
acquisition
date.Goodwill
and
indefinite-lived
intangible
assets,
primarily
the
Company's
trade
names
and
trademarks,
are
not
amortized.
Rather,
these
assets
are
tested
annually
forimpairment
as
of
October
1,
or
more
frequently
upon
the
occurrence
of
certain
events
or
substantive
changes
in
circumstances.As
part
of
its
annual
impairment
testing
of
goodwill
and
indefinite-lived
intangible
assets,
in
each
instance,
the
Company
may
elect
to
assess
qualitativefactors
as
a
basis
for
determining
whether
it
is
necessary
to
perform
the
traditional
quantitative
impairment
testing.
If
the
Company’s
assessment
of
thesequalitative
factors
indicates
that
it
is
not
more
likely
than
not
that
the
fair
value
of
the
reporting
unit
or
indefinite-lived
intangible
asset
is
less
than
its
carryingvalue,
then
no
further
testing
is
required.
Otherwise,
the
goodwill
reporting
unit
or
long-lived
intangible
assets,
as
applicable,
must
be
quantitatively
tested
forimpairment.The
quantitative
test
for
goodwill
impairment
is
determined
using
a
two-step
process.
The
first
step
is
to
compare
the
fair
value
of
a
reporting
unit
with
itscarrying
amount,
including
goodwill.
In
performing
the
first
step,
the
Company
determines
the
fair
value
of
its
reporting
units
by
using
a
market
approach
and
adiscounted
cash
flow
("DCF")
analysis.
Determining
fair
value
using
a
DCF
analysis
requires
the
exercise
of
significant
judgments,
including
judgments
aboutappropriate
discount
rates,
perpetual
growth
rates
and
the
amount
and
timing
of
expected
future
cash
flows.
If
the
fair
value
of
a
reporting
unit
exceeds
its
carryingamount,
goodwill
of
the
reporting
unit
is
not
impaired
and
the
second
step
of
the
impairment
test
is
not
required.
If
the
carrying
amount
of
a
reporting
unit
exceedsits
fair
value,
the
second
step
of
the
goodwill
impairment
test
is
required
to
be
performed
to
measure
the
amount
of
impairment,
if
any.
The
second
step
of
thegoodwill
impairment
test
compares
the
implied
fair
value
of
the
reporting
unit's
goodwill
with
the
carrying
amount
of
that
goodwill.
The
implied
fair
value
ofgoodwill
is
determined
in
the
same
manner
as
the
amount
of
goodwill
recognized
in
a
business
combination.
If
the
carrying
amount
of
the
reporting
unit's
goodwillexceeds
the
implied
fair
value
of
that
goodwill,
an
impairment
loss
is
recognized
in
an
amount
equal
to
that
excess.The
quantitative
impairment
test
for
indefinite-lived
intangible
assets
involves
a
comparison
of
the
estimated
fair
value
of
the
intangible
asset
with
its
carryingvalue.
If
the
carrying
value
of
the
indefinite-lived
intangible
asset
exceeds
its
estimated
fair
value,
an
impairment
loss
is
recognized
in
an
amount
equal
to
thatexcess.
The
estimates
of
fair
value
of
indefinite-lived
intangible
assets
are
determined
using
a
DCF
valuation
analysis
that
employs
a
relief-from-royaltymethodology
in
estimating
the
fair
value
of
trade
names
and
trademarks.
Significant
judgments
inherent
in
this
analysis
include
the
determination
of
royalty
rates,discount
rates,
perpetual
growth
rates
and
the
amount
and
timing
of
future
revenues.For
the
October
1,
2017
and
2016
annual
impairment
tests
of
goodwill
and
indefinite-lived
intangible
assets,
the
Company
elected
to
perform
qualitativeassessments
as
a
precursor
to
the
traditional
quantitative
tests.
Results
of
the
October
1,
2017
and
2016
annual
impairment
tests
indicated
that
it
is
not
more
likelythan
not
that
the
fair
value
of
the
goodwill
and
the
indefinite-lived
intangible
assets
were
each
less
than
their
respective
carrying
values.
Accordingly,
no
furthertesting
was
required.55LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSLong-Lived Assets and Intangible Assets with Definite LivesLong-lived
assets
include
property
and
equipment
and
intangible
assets
with
definite
lives.
Amortization
of
definite-lived
intangible
assets
is
recorded
on
astraight-line
basis
over
their
estimated
lives.Long-lived
assets
are
tested
for
recoverability
whenever
events
or
changes
in
circumstances
indicate
that
their
carrying
amounts
may
not
be
recoverable.
Thecarrying
amount
of
a
long-lived
asset
is
not
recoverable
if
it
exceeds
the
sum
of
the
undiscounted
cash
flows
expected
to
result
from
the
use
and
eventualdisposition
of
the
asset.
If
the
carrying
amount
is
deemed
to
not
be
recoverable,
an
impairment
loss
is
recorded
as
the
amount
by
which
the
carrying
amount
of
thelong-lived
asset
exceeds
its
fair
value.At
December
31,
2017
and
2016,
the
Company
performed
its
review
of
impairment
triggering
events
for
long-lived
assets
and
determined
that
a
triggeringevent
had
not
occurred.Fair Value MeasurementsThe
Company
categorizes
its
assets
and
liabilities
measured
at
fair
value
into
a
fair
value
hierarchy
that
prioritizes
the
assumptions
used
in
pricing
the
asset
orliability
into
the
following
three
levels:•Level 1 :
Observable
inputs,
such
as
quoted
prices
for
identical
assets
and
liabilities
in
active
markets
obtained
from
independent
sources.•Level 2 :
Other
inputs
that
are
observable
directly
or
indirectly,
such
as
quoted
prices
for
similar
assets
or
liabilities
in
active
markets,
quoted
prices
foridentical
or
similar
assets
or
liabilities
in
markets
that
are
not
active
and
inputs
that
are
derived
principally
from
or
corroborated
by
observable
marketdata.•Level 3 :
Unobservable
inputs
for
which
there
is
little
or
no
market
data
and
which
require
the
Company
to
develop
its
own
assumptions,
based
on
thebest
information
available
under
the
circumstances,
about
the
assumptions
market
participants
would
use
in
pricing
the
asset
or
liability.The
Company's
non-financial
assets,
such
as
goodwill,
intangible
assets
and
property
and
equipment
are
recorded
at
fair
value
upon
acquisition.
These
assetsare
remeasured
at
fair
value
when
there
is
an
indicator
of
impairment
and
recorded
at
fair
value
only
when
an
impairment
charge
is
recognized.
Such
fair
valuemeasurements
are
based
predominantly
on
Level
3
inputs.Contingent
consideration
payments
related
to
acquisitions
are
measured
at
fair
value
each
reporting
period
using
Level
3
unobservable
inputs.
The
Company'sestimates
of
fair
value
are
based
upon
assumptions
believed
to
be
reasonable
but
which
are
uncertain
and
involve
significant
judgments
by
management.
Anychanges
in
the
fair
value
of
these
contingent
consideration
payments
are
included
in
operating
income
in
the
consolidated
statements
of
operations.Cost of RevenueCost
of
revenue
consists
primarily
of
expenses
associated
with
compensation
and
other
employee-related
costs
(including
stock-based
compensation)
relatedto
internally-operated
customer
call
centers,
third-party
customer
call
center
fees,
credit
scoring
fees,
credit
card
fees,
website
network
hosting
and
server
fees.Product DevelopmentProduct
development
expense
consists
primarily
of
compensation
and
other
employee-related
costs
(including
stock-based
compensation)
and
third-partylabor
costs
that
are
not
capitalized,
for
employees
and
consultants
engaged
in
the
design,
development,
testing
and
enhancement
of
technology.AdvertisingAdvertising
costs
are
expensed
in
the
period
incurred
(except
for
production
costs
which
are
initially
capitalized
and
then
recognized
as
expense
when
theadvertisement
first
runs)
and
principally
represent
offline
costs,
including
television,
print
and
radio
advertising,
and
online
advertising
costs,
including
fees
paid
tosearch
engines
and
distribution
partners.
Advertising
expense
was
$410.8
million
,
$243.2
million
and
$159.2
million
for
the
years
ended
December
31,
2017
,2016
and
2015
,
respectively,
and
is
included
in
selling
and
marketing
expense
on
the
consolidated
statements
of
operations
and
comprehensive
income.56LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIncome TaxesIncome
taxes
are
accounted
for
under
the
liability
method,
and
deferred
tax
assets
and
liabilities
are
recognized
for
the
future
tax
consequences
attributable
todifferences
between
the
financial
statement
carrying
amounts
of
existing
assets
and
liabilities
and
their
respective
tax
bases.
In
estimating
future
tax
consequences,all
expected
future
events
are
considered.
Deferred
tax
assets
and
liabilities
are
measured
using
enacted
tax
rates
in
effect
for
the
year
in
which
those
temporarydifferences
are
expected
to
be
recovered
or
settled.
A
valuation
allowance
is
provided
on
deferred
tax
assets
if
it
is
determined
that
it
is
more
likely
than
not
thatthe
deferred
tax
asset
will
not
be
realized.
Interest
is
recorded
on
potential
tax
contingencies
as
a
component
of
income
tax
expense
and
recorded
net
of
anyapplicable
related
income
tax
benefit.
For
the
years
ended
December
31,
2017,
2016
and
2015,
the
Company
followed
the
incremental
or
"with"
and
"without"approach
to
intraperiod
tax
allocation
for
determination
of
the
amount
of
tax
benefit
to
allocate
to
continuing
operations
as
prescribed
in
Accounting
StandardsCodification
("ASC")
740-20-45-7
with
the
exception
of
the
allocation
of
the
release
of
the
valuation
allowance
for
deferred
tax
assets
which
is
governed
by
ASC740-10-45-20.In
accordance
with
the
accounting
standard
for
uncertainty
in
income
taxes,
liabilities
for
uncertain
tax
positions
are
recognized
based
on
the
two-step
processprescribed
by
the
accounting
standards.
The
first
step
is
to
evaluate
the
tax
position
for
recognition
by
determining
if
the
weight
of
available
evidence
indicates
it
ismore
likely
than
not
that
the
position
will
be
sustained
on
audit,
including
resolution
of
related
appeals
or
litigation
processes,
if
any.
The
second
step
is
to
measurethe
tax
benefit
as
the
largest
amount
that
is
more
than
50%
likely
of
being
realized
upon
ultimate
settlement.On
December
22,
2017,
the
SEC
staff
issued
Staff
Accounting
Bulletin
No.
118
("SAB
118"),
which
provides
guidance
on
accounting
for
the
tax
effect
of
theTax
Cuts
and
Jobs
Act
("TCJA").
SAB
118
provides
a
measurement
period
that
should
not
extend
beyond
one
year
from
the
TCJA
enactment
date
for
companiesto
complete
the
accounting
under
ASC
740.
In
accordance
with
SAB
118,
a
company
must
reflect
the
income
tax
effects
of
those
aspects
of
the
TCJA
for
whichthe
accounting
under
ASC
740
is
complete.
To
the
extent
that
a
company's
accounting
for
certain
income
tax
effects
of
the
TCJA
is
incomplete
but
it
is
able
todetermine
a
reasonable
estimate,
it
must
record
a
provisional
estimate
in
the
financial
statements.
In
accordance
with
SAB
118,
the
Company
has
determined
thatthe
$
9.1
million
of
the
deferred
tax
expense
recorded
in
connection
with
the
remeasurement
of
certain
deferred
tax
assets
and
liabilities
was
a
provisional
amountand
a
reasonable
estimate
at
December
31,
2017.
Additional
work
is
necessary
for
a
more
detailed
analysis
of
our
deferred
tax
assets
and
liabilities
as
well
aspotential
correlative
adjustments.
Any
subsequent
adjustments
to
these
amounts
will
be
recorded
to
current
tax
expense
in
the
quarter
of
2018
when
the
analysis
iscomplete.Stock-Based CompensationThe
forms
of
stock-based
awards
granted
to
LendingTree
employees
are
principally
restricted
stock
units
("RSUs"),
RSUs
with
performance
conditions,restricted
stock,
stock
options
and
stock
options
with
performance
conditions.
Further,
performance-based
stock
options
with
market
conditions
and
time-vestedrestricted
stock
with
a
performance
condition
have
been
granted
to
the
Company's
Chairman
and
Chief
Executive
Officer.
RSUs
are
awards
in
the
form
of
units,denominated
in
a
hypothetical
equivalent
number
of
shares
of
LendingTree
common
stock
and
with
the
value
of
each
award
equal
to
the
fair
value
of
LendingTreecommon
stock
at
the
date
of
grant.
RSUs
may
be
settled
in
cash,
stock
or
both,
as
determined
by
the
Company's
Compensation
Committee
at
the
time
of
grant.
TheCompany
does
not
have
a
history
of
settling
these
awards
in
cash.
Each
stock-based
award
is
subject
to
service-based
vesting,
where
a
specific
period
of
continuedemployment
must
pass
before
an
award
vests.
The
Compensation
Committee
can
modify
the
vesting
provisions
of
an
award.
Certain
awards
also
includeperformance-based
vesting,
where
certain
performance
targets
set
at
the
time
of
grant
must
be
achieved
before
an
award
vests.LendingTree
recognizes
as
expense
non-cash
compensation
for
all
stock-based
awards
for
which
vesting
is
considered
probable.
Prior
to
the
adoption
ofAccounting
Standards
Update
("ASU")
2016-09,
the
amount
of
non-cash
compensation
was
reduced
by
estimated
forfeitures,
using
a
rate
estimated
at
the
grantdate
based
on
historical
experience
and
revised,
if
necessary,
in
subsequent
periods
if
the
actual
forfeiture
rate
differed
from
the
estimated
rate.
Subsequent
to
theadoption
of
ASU
2016-09
in
the
first
quarter
of
2017,
forfeitures
are
recognized
when
they
occur.For
service-based
awards,
non-cash
compensation
is
measured
at
fair
value
on
the
grant
date
and
expensed
ratably
over
the
vesting
term.
The
fair
value
ofeach
stock
option
award
without
a
market
condition
is
estimated
using
the
Black-Scholes
option
pricing
model,
while
the
fair
value
of
an
RSU
or
restricted
stockaward
is
measured
as
the
closing
common
stock
price
at
the
time
of
grant.
For
performance-based
awards,
the
fair
value
is
measured
on
the
grant
date
andrecognized
as
non-cash
compensation
expense,
considering
the
probability
of
the
targets
being
achieved.
Performance-based
awards
with
a
market
condition
arevalued
using
a
Monte
Carlo
simulation
model.Subsequent
to
the
Company's
adoption
of
ASU
2016-09
in
the
first
quarter
of
2017,
excess
tax
benefits
and
deficiencies
that
arise
due
to
the
difference
in
themeasure
of
stock
compensation
and
the
amount
deductible
for
tax
purposes
are
prospectively57LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSrecorded
in
income
tax
expense
within
the
consolidated
statement
of
operations
and
comprehensive
income,
and
are
retrospectively
classified
as
a
component
ofoperating
cash
flows
within
the
consolidated
statements
of
cash
flows.
Prior
to
the
adoption
of
ASU
2016-09,
these
excess
tax
benefits
were
recognized
in
theconsolidated
statement
of
shareholders'
equity
and
reported
as
a
component
of
financing
cash
flows.
For
additional
information
on
the
adoption
of
ASU
2016-09,please
see
the
section
titled
"Recent
Accounting
Pronouncements"
within
this
Note.Litigation Settlements and ContingenciesLitigation
settlements
and
contingencies
consists
of
expenses
related
to
actual
or
anticipated
litigation
settlements,
in
addition
to
legal
fees
incurred
inconnection
with
various
patent
litigation
claims
the
Company
pursues
against
others.The
Company
is
involved
in
legal
proceedings
on
an
ongoing
basis.
If
the
Company
believes
that
a
loss
arising
from
such
matters
is
probable
and
can
bereasonably
estimated,
the
estimated
liability
is
accrued
in
the
consolidated
financial
statements.
If
only
a
range
of
estimated
losses
can
be
determined,
an
amountwithin
the
range
is
accrued
that,
in
the
Company's
judgment,
reflects
the
most
likely
outcome;
if
none
of
the
estimates
within
that
range
is
a
better
estimate
thanany
other
amount,
the
low
end
of
the
range
is
accrued.
For
those
proceedings
in
which
an
unfavorable
outcome
is
reasonably
possible
but
not
probable,
an
estimateof
the
reasonably
possible
loss
or
range
of
losses
or
a
conclusion
that
an
estimate
of
the
reasonably
possible
loss
or
range
of
losses
arising
directly
from
theproceeding
(i.e.,
monetary
damages
or
amounts
paid
in
judgment
or
settlement)
are
not
material
is
disclosed.
Legal
expenses
associated
with
these
matters
arerecognized
as
incurred.Accounting EstimatesManagement
is
required
to
make
certain
estimates
and
assumptions
during
the
preparation
of
the
consolidated
financial
statements
in
accordance
with
GAAP.These
estimates
and
assumptions
impact
the
reported
amount
of
assets
and
liabilities
and
disclosures
of
contingent
assets
and
liabilities
as
of
the
date
of
theconsolidated
financial
statements.
They
also
impact
the
reported
amount
of
net
earnings
during
any
period.
Actual
results
could
differ
from
those
estimates.Significant
estimates
underlying
the
accompanying
consolidated
financial
statements,
including
discontinued
operations,
include:
loan
loss
obligations;
therecoverability
of
long-lived
assets,
goodwill
and
intangible
assets;
the
determination
of
income
taxes
payable
and
deferred
income
taxes,
including
relatedvaluation
allowances;
fair
value
of
assets
acquired
in
a
business
combination;
contingent
consideration
related
to
business
combinations;
litigation
accruals;
variousother
allowances,
reserves
and
accruals;
and
assumptions
related
to
the
determination
of
stock-based
compensation.Certain Risks and ConcentrationsLendingTree's
business
is
subject
to
certain
risks
and
concentrations
including
dependence
on
third-party
technology
providers,
exposure
to
risks
associatedwith
online
commerce
security
and
credit
card
fraud.Financial
instruments,
which
potentially
subject
the
Company
to
concentration
of
credit
risk
at
December
31,
2017
,
consist
primarily
of
cash
and
cashequivalents
and
accounts
receivable,
as
disclosed
in
the
consolidated
balance
sheet.
Cash
and
cash
equivalents
are
in
excess
of
Federal
Deposit
InsuranceCorporation
insurance
limits,
but
are
maintained
with
quality
financial
institutions
of
high
credit.
The
Company
generally
requires
certain
network
lenders
tomaintain
security
deposits
with
the
Company,
which
in
the
event
of
non-payment,
would
be
applied
against
any
accounts
receivable
outstanding.Due
to
the
nature
of
the
mortgage
lending
industry,
interest
rate
fluctuations
may
negatively
impact
future
revenue
from
the
Company's
lender
marketplace.For
the
years
ended
December
31,
2017
,
2016
and
2015
,
one
marketplace
lender
accounted
for
11%
,
15%
and
11%
of
total
revenue,
respectively.
For
theyears
ended
December
31,
2016
and
2015,
another
marketplace
lender
accounted
for
revenue
representing
13%
and
12%
of
total
revenue,
respectivelyLenders
participating
on
the
Company's
marketplace
can
offer
their
products
directly
to
consumers
through
brokers,
mass
marketing
campaigns
or
throughother
traditional
methods
of
credit
distribution.
These
lenders
can
also
offer
their
products
online,
either
directly
to
prospective
borrowers,
through
one
or
moreonline
competitors,
or
both.
If
a
significant
number
of
potential
consumers
are
able
to
obtain
loans
from
participating
lenders
without
utilizing
the
Company'sservices,
the
Company's
ability
to
generate
revenue
may
be
limited.
Because
the
Company
does
not
have
exclusive
relationships
with
the
lenders
whose
loanofferings
are
offered
on
its
online
marketplace,
consumers
may
obtain
offers
and
loans
from
these
lenders
without
using
its
service.The
Company
maintains
operations
solely
in
the
United
States.58LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSRecent Accounting PronouncementsIn
May
2017,
the
Financial
Accounting
Standards
Board
("FASB")
issued
ASU
2017-09
which
clarifies
when
to
account
for
a
change
to
the
terms
orconditions
of
a
share-based
payment
award
as
a
modification.
Under
the
new
guidance,
modification
accounting
is
required
only
if
the
fair
value,
the
vestingconditions
or
the
classification
of
the
award
changes
as
a
result
of
the
change
in
terms
or
conditions.
This
ASU
is
effective
prospectively
for
annual
periodsbeginning
on
or
after
December
15,
2017,
and
early
adoption
was
permitted.
The
Company
does
not
expect
a
material
impact
to
its
consolidated
financialstatements
as
a
result
of
adoption.In
January
2017,
the
FASB
issued
ASU
2017-04
which
eliminates
the
requirement
to
calculate
the
implied
fair
value
of
goodwill
to
measure
a
goodwillimpairment
charge
(Step
2
of
the
goodwill
impairment
test).
Instead,
an
impairment
charge
will
be
based
on
the
excess
of
the
carrying
amount
over
the
fair
value.This
ASU
is
effective
for
annual
and
interim
impairment
tests
performed
in
periods
beginning
after
December
15,
2019.
Early
adoption
is
permitted
for
annual
andinterim
goodwill
impairment
testing
dates
after
January
1,
2017.
The
Company
is
evaluating
the
impact
this
ASU
will
have
on
its
consolidated
financial
statementsand
whether
to
early
adopt.In
November
2016,
the
FASB
issued
ASU
2016-18
which
is
intended
to
reduce
the
diversity
in
the
classification
and
presentation
of
changes
in
restricted
cashin
the
statement
of
cash
flows,
by
requiring
entities
to
combine
the
changes
in
cash
and
cash
equivalents
and
restricted
cash
in
one
line.
As
a
result,
entities
will
nolonger
present
transfers
between
cash
and
cash
equivalents
and
restricted
cash
in
the
statement
of
cash
flows.
In
addition,
if
more
than
one
line
item
is
recorded
onthe
balance
sheet
for
cash
and
cash
equivalents
and
restricted
cash,
a
reconciliation
between
the
statement
of
cash
flows
and
balance
sheet
is
required.
This
ASU
iseffective
for
annual
and
interim
reporting
periods
beginning
after
December
15,
2017,
and
early
adoption
was
permitted.
The
retrospective
transition
method,requiring
adjustment
to
all
comparative
periods
presented,
is
required.
The
Company
expects
adoption
of
this
ASU
to
result
in
reclassifications
of
restricted
cashinflows
and
outflows
in
the
statement
of
cash
flows.In
August
2016,
the
FASB
issued
ASU
2016-15
which
addresses
eight
cash
flow
classification
issues,
eliminating
the
diversity
in
practice.
This
ASU
iseffective
for
annual
and
interim
reporting
periods
beginning
after
December
15,
2017,
and
early
adoption
was
permitted.
The
retrospective
transition
method,requiring
adjustment
to
all
comparative
periods
presented,
is
required
unless
it
is
impracticable
for
some
of
the
amendments,
in
which
case
those
amendmentswould
be
prospectively
applied
as
of
the
earliest
date
practicable.
The
Company
expects
adoption
of
this
ASU
to
impact
the
classification
of
contingentconsideration
payments.In
March
2016,
the
FASB
issued
ASU
2016-09
which
simplifies
various
aspects
related
to
how
share-based
payments
are
accounted
for
and
presented
in
thefinancial
statements,
including
the
income
tax
consequences,
classification
of
awards
as
either
equity
or
liabilities,
forfeitures
and
classification
of
excess
taxbenefits
on
the
statement
of
cash
flows.
This
ASU
was
effective
for
annual
and
interim
reporting
periods
beginning
after
December
15,
2016,
and
early
adoptionwas
permitted.
Upon
adoption,
any
adjustments
are
to
be
reflected
as
of
the
beginning
of
the
fiscal
year
of
adoption.
The
Company
adopted
this
ASU
during
thefirst
quarter
of
2017.The
new
standard
requires
excess
tax
benefits
and
deficiencies,
which
arise
due
to
the
difference
in
the
measure
of
stock
compensation
and
the
amountdeductible
for
tax
purposes,
to
be
recorded
in
earnings
in
income
tax
expense.
These
excess
tax
benefits
and
deficiencies
were
generally
previously
recorded
inadditional
paid-in
capital
and
had
no
impact
on
net
income.
The
standard
required
prospective
adoption
for
this
portion
of
the
new
guidance.
During
2017,
theCompany
recognized
$
12.9
million
of
excess
tax
benefit,
including
state
taxes,
in
income
tax
expense
in
the
accompanying
consolidated
statements
of
operationsand
comprehensive
income.
Additionally,
the
new
standard
requires
the
excess
tax
benefits
and
deficiencies
to
be
classified
as
an
operating
activity
in
theaccompanying
consolidated
statements
of
cash
flows.
These
excess
tax
benefits
and
deficiencies
were
previously
recorded
as
a
financing
activity
in
the
statementof
cash
flows.
The
standard
allowed
for
either
prospective
or
retrospective
adoption
for
the
change
in
presentation
in
the
statement
of
cash
flows.
The
Companyelected
to
retrospectively
adopt
the
classification
change
in
the
statement
of
cash
flows.
Accordingly,
prior
periods
have
been
adjusted
to
increase
the
cashprovided
by
operating
activities
and
decrease
the
cash
provided
by
financing
activities
by
$
5.8
million

and
$
4.6
million
in
2016
and
2015,
respectively,
withinthe
accompanying
consolidated
statements
of
cash
flows.
The
standard
also
allows
for
an
election
by
the
Company
to
either
estimate
forfeitures,
as
required
underprevious
guidance,
or
recognize
forfeitures
when
they
occur.
The
Company
elected
to
recognize
forfeitures
of
stock
awards
as
they
occur,
with
the
modifiedretrospective
transition
method
required.
Accordingly,
the
Company
recognized
a

$1.4
million

cumulative-effect
adjustment
to
retained
earnings
as
of
January
1,2017.In
February
2016,
the
FASB
issued
ASU
2016-02
related
to
leases.
This
ASU
requires
the
recognition
of
a
right-of-use
lease
asset
and
a
lease
liability
bylessees
for
all
leases
greater
than
one
year
in
duration.
This
ASU
is
effective
for
annual
and
interim
reporting
periods
beginning
after
December
15,
2018,
withearly
adoption
permitted.
The
guidance
must
be
adopted
using
a59LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSmodified
retrospective
transition.
The
Company
is
evaluating
the
impact
this
ASU
will
have
on
its
consolidated
financial
statements
and
whether
to
early
adopt.In
May
2014,
the
FASB
issued
ASU
2014-09
related
to
revenue
recognition.
This
ASU
was
initiated
as
a
joint
project
between
the
FASB
and
the
InternationalAccounting
Standards
Board
("IASB")
to
clarify
the
principles
for
recognizing
revenue
and
to
develop
a
common
revenue
standard
for
GAAP
and
internationalfinancial
reporting
standards
("IFRS").
This
guidance
will
supersede
the
existing
revenue
recognition
requirements
in
ASC
Topic
605,
Revenue
Recognition
andwas
set
to
be
effective
for
annual
reporting
periods
beginning
after
December
15,
2016.
However,
in
July
2015,
the
FASB
deferred
the
effective
date
by
one
year,such
that
the
standard
will
be
effective
for
annual
reporting
periods
beginning
after
December
15,
2017.
The
ASU
can
be
applied
(i)
retrospectively
to
each
priorperiod
presented
or
(ii)
retrospectively
with
the
cumulative
effect
of
initially
adopting
the
ASU
recognized
at
the
date
of
initial
application.
In
March
2016,
theFASB
issued
ASU
2016-08,
which
clarifies
the
principal
versus
agent
guidance
under
ASU
2014-09.
In
April
2016,
the
FASB
issued
ASU
2016-10,
whichclarifies
the
identification
of
distinct
performance
obligations
in
a
contract.
In
May
2016,
the
FASB
issued
ASU
2016-12,
which
clarifies
the
guidance
on
assessingcollectability,
presenting
sales
taxes,
measuring
noncash
consideration
and
certain
other
transition
matters.
The
clarification
ASUs
must
be
adopted
concurrentlywith
the
adoption
of
ASU
2014-09.
The
Company
will
adopt
the
ASUs
as
of
January
1,
2018
and
apply
the
modified
retrospective
transition
approach.
Under
thisapproach,
revenue
for
2016
and
2017
will
be
reported
in
the
consolidated
statements
of
operations
and
comprehensive
income
under
ASC
605
and
revenue
for2018
will
be
reported
in
the
consolidated
statements
of
operations
and
comprehensive
income
applying
the
new
ASUs.
Additionally,
the
Company
will
discloserevenue
for
2018
periods
under
ASC
605
in
the
footnotes
to
the
financial
statements.
Under
the
new
ASUs,
the
timing
of
recognizing
revenue
for
closing
fees
andapproval
fees
will
be
accelerated
to
the
point
when
a
loan
request
or
a
credit
card
consumer
is
delivered
to
the
customer
as
opposed
to
when
the
consumer
loan
isclosed
by
the
lender
or
credit
card
approval
is
made
by
the
issuer
and
communicated
to
the
Company.
The
Company
does
not
expect
the
adoption
of
the
ASUs
tohave
a
material
effect
on
annual
revenue,
net
income
from
continuing
operations
or
financial
position.NOTE 3—RESTRICTED CASHRestricted
cash
and
cash
equivalents
consists
of
the
following
(in thousands) :
December 31, 2017
December 31, 2016Cash
in
escrow
from
sale
of
LendingTree
Loans
(a)$4,034
$4,032Other57
57Total restricted cash and cash equivalents$4,091
$4,089(a)HLC,
a
subsidiary
of
the
Company,
continues
to
be
liable
for
certain
indemnification
obligations,
repurchase
obligations
and
premium
repaymentobligations
following
the
sale
of
substantially
all
of
the
operating
assets
of
its
LendingTree
Loans
business
in
the
second
quarter
of
2012.60LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 4 —PROPERTY AND EQUIPMENTThe
balance
of
property
and
equipment,
net
is
as
follows
(in thousands) :
December 31, 2017
December 31, 2016Land$5,818
$5,818Building14,984
14,679Site
improvements950
950Computer
equipment
and
capitalized
software16,885
14,886Leasehold
improvements3,257
3,048Furniture
and
other
equipment1,203
826Aircraft
and
automobile2,621
1,988Projects
in
progress3,756
3,006Total gross property and equipment49,474
45,201Accumulated
depreciation(13,043)
(9,739)Total property and equipment, net$36,431
$35,462Unamortized
capitalized
software
development
costs,
in
service
or
under
development,
are
$9.5
million
and
$9.4
million
at
December
31,
2017
and
2016
,respectively.
Capitalized
software
development
depreciation
expense
was
$5.7
million
,
$4.3
million
and
$2.6
million
for
the
years
ended
December
31,
2017
,2016
and
2015
,
respectively.In
December
2016,
the
Company
acquired
two
office
buildings
in
Charlotte,
North
Carolina
for
$23.5
million
in
cash,
which
included
$0.1
million
inacquisition-related
costs
which
were
capitalized.
The
Company
intends
to
utilize
one
or
both
buildings
in
the
future
as
the
corporate
headquarters
and
to
continueto
rent
any
unused
space.
The
acquisition
has
been
accounted
for
as
an
asset
purchase
and
the
allocation
of
the
purchase
price
to
the
assets
acquired
is
as
follows(in thousands) :
Fair Value
WeightedAverageDepreciation LifeLand$5,818
N/ABuilding14,679
34.0
yearsSite
improvements950
6.6
yearsTenant
leases2,029
3.2
yearsTotal
purchase
price$23,476

Future
rental
income
from
the
building
tenants
as
of
December
31,
2017
under
operating
lease
agreements
having
an
initial
or
remaining
non-cancelable
leaseterm
in
excess
of
one
year
are
as
follows
(in thousands) :Year ending December 31,Amount2018$815201955820205742021188202237Thereafter102Total$2,274Rental
income
of
$1.6
million
in
2017
is
included
in
other
income
on
the
accompanying
consolidated
statement
of
operations
and
comprehensive
income.61LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 5—GOODWILL AND INTANGIBLE ASSETSThe
balance
of
goodwill,
net
is
as
follows
(in thousands) :
Goodwill
AccumulatedImpairment Loss
Net GoodwillBalance at December 31, 2015$486,720
$(483,088)
$3,632Acquisition
of
CompareCards52,450
—
52,450Acquisition
of
SimpleTuition375
—
375Balance at December 31, 2016$539,545
$(483,088)
$56,457Acquisition
of
DepositAccounts19,389
—
19,389Acquisition
of
MagnifyMoney23,784
—
23,784Acquisition
of
SnapCap13,738
—
13,738Balance at December 31, 2017$596,456
$(483,088)
$113,368The
balance
of
intangible
assets,
net
is
as
follows
(in thousands) :
December 31, 2017
December 31, 2016Intangible
assets
with
indefinite
lives$10,142
$10,142Intangible
assets
with
definite
lives,
net70,983
61,542Total intangible assets, net$81,125
$71,684Goodwill and Indefinite-Lived Intangible AssetsThe
Company's
goodwill
is
associated
with
its
one
reportable
segment.
The
carrying
amount
of
goodwill
increased
during
the
year
ended
December
31,
2017due
to
the
acquisitions
of
DepositAccounts,
MagnifyMoney
and
SnapCap,
and
increased
during
the
year
ended
December
31,
2016
due
to
the
acquisitions
ofCompareCards
and
SimpleTuition.
See Note
6
—Business
Acquisitions
for
a
discussion
of
the
acquisitions
and
associated
goodwill.
Results
of
the
annualimpairment
test
as
of
October
1,
2017
indicated
that
no
impairment
had
occurred.Intangible
assets
with
indefinite
lives
relate
to
the
Company's
trademarks.
Results
of
the
annual
impairment
test
as
of
October
1,
2017
indicated
that
noimpairment
had
occurred.Intangible Assets with Definite LivesIntangible
assets
with
definite
lives
relate
to
the
following
(dollars in thousands) :
Weighted AverageAmortization Life
Cost
AccumulatedAmortization
NetTechnology4.2 years
$37,500
$(8,694)
$28,806Customer
lists11.3 years
33,100
(3,239)
29,861Trademarks
and
trade
names4.5 years
6,942
(1,992)
4,950Tenant
leases3.3 years
1,362
(504)
858Website
content3.0 years
7,800
(1,300)
6,500Other3.0 years
256
(248)
8Balance at December 31, 2017

$86,960
$(15,977)
$70,98362LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Weighted AverageAmortization Life
Cost
AccumulatedAmortization
NetTechnology4.0 years
$28,300
$(659)
$27,641Customer
lists11.7 years
28,100
(639)
27,461Trademarks
and
trade
names4.5 years
5,342
(937)
4,405Tenant
leases3.2 years
2,030
—
2,030Other3.0 years
250
(245)
5Balance at December 31, 2016

$64,022
$(2,480)
$61,542Amortization
of
intangible
assets
with
definite
lives
is
computed
on
a
straight-line
basis
and,
based
on
balances
as
of
December
31,
2017
,
future
amortizationis
estimated
to
be
as
follows
(in thousands) : Amortization ExpenseYear
ending
December
31,
2018$16,250Year
ending
December
31,
201915,995Year
ending
December
31,
202013,970Year
ending
December
31,
20215,763Year
ending
December
31,
20223,902Thereafter15,103Total intangible assets with definite lives, net$70,983See Note
6
—Business
Acquisitions
for
a
discussion
of
the
DepositAccounts,
MagnifyMoney,
SnapCap
and
CompareCards
acquisitions
and
associatedintangibles.In
December
2016,
the
Company
acquired
two
office
buildings
in
Charlotte,
North
Carolina.
See Note
4
—Property
and
Equipment
for
a
discussion
of
thepurchase
and
associated
intangibles.NOTE 6 —BUSINESS ACQUISITIONS2017
AcquisitionsSnapCapOn
September
19,
2017,
the
Company
acquired
certain
assets
of
Snap
Capital
LLC,
which
does
business
under
the
name
SnapCap
(“SnapCap”).
SnapCap,
atech-enabled
online
platform,
connects
business
owners
with
lenders
offering
small
business
loans,
lines
of
credit
and
merchant
cash
advance
products
through
aconcierge-based
sales
approach.The
Company
paid
$11.9
million
of
initial
cash
consideration
and
could
make
up
to
three
additional
contingent
consideration
payments,
each
ranging
fromzero
to
$3.0
million
,
based
on
certain
defined
operating
results
during
the
periods
of
October
1,
2017
through
September
30,
2018,
October
1,
2018
throughSeptember
30,
2019
and
October
1,
2019
through
March
31,
2020.
These
additional
payments,
to
the
extent
earned,
will
be
payable
in
cash.
The
purchase
price
forthe
acquisition
is
$18.2
million
,
comprised
of
the
upfront
cash
payment
of
$11.9
million
and
$6.3
million
for
the
estimated
fair
value
of
the
contingentconsideration.As
of
December
31,
2017,
the
estimated
fair
value
of
the
contingent
consideration
totaled
$7.0
million
,
which
is
included
in
non-current
contingentconsideration
in
the
accompanying
balance
sheet.
The
estimated
fair
value
of
the
contingent
consideration
payments
is
determined
using
an
option
pricing
model.The
estimated
value
of
the
contingent
consideration
is
based
upon
available
information
and
certain
assumptions,
known
at
the
time
of
this
report,
whichmanagement
believes
are
reasonable.
Any
differences
in
the
actual
contingent
consideration
payments
will
be
recorded
in
operating
income
in
the
consolidatedstatements
of
operations
and
comprehensive
income.
During
2017,
the
Company
recorded
$0.7
million
of
contingent
consideration
expense
in
the
consolidatedstatement
of
operations
and
comprehensive
income
due
to
the
change
in
estimated
fair
value
of
the
contingent
consideration.63LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe
acquisition
has
been
accounted
for
as
a
business
combination.
During
2017,
the
Company
completed
the
determination
of
the
final
allocation
of
purchaseprice
to
the
assets
acquired
and
liabilities
assumed
as
follows
(in thousands) : Fair ValueNet
working
capital
and
other
assets$42Fixed
assets146Intangible
assets4,300Goodwill13,738Total purchase price$18,226The
Company
primarily
used
the
income
approach
for
the
valuation
as
appropriate,
and
used
valuation
inputs
in
these
models
and
analyses
that
were
based
onmarket
participant
assumptions.
Market
participants
are
buyers
and
sellers
unrelated
to
the
Company
and
fair
value
is
determined
as
the
price
that
would
bereceived
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
at
the
measurement
date.The
acquired
intangible
assets
are
definite-lived
assets
consisting
primarily
of
developed
technology,
customer
relationships
and
trade
name
and
trademarks.The
estimated
fair
values
of
the
developed
technology
were
determined
using
cost
savings
analysis,
the
customer
relationships
were
determined
using
the
excessearnings
analysis
method
and
the
trade
name
and
trademarks
were
determined
using
relief
from
royalty
analysis.
The
fair
value
of
the
intangible
assets
withdefinite
lives
are
as
follows
(dollars in thousands) : Fair ValueWeighted AverageAmortization LifeTechnology$4003
yearsCustomer
lists3,30010
yearsTrade
name
and
trademarks6005
yearsTotal intangible assets$4,3008.7 yearsThe
Company
recorded
goodwill
of
$13.7
million
,
which
represents
the
excess
of
the
purchase
price
over
the
estimated
fair
value
of
the
intangible
assetsacquired.
The
goodwill
is
primarily
attributable
to
SnapCap
as
a
going
concern
which
represents
the
ability
of
the
Company
to
earn
a
higher
return
on
thecollection
of
assets
and
business
of
SnapCap
than
if
those
assets
were
to
be
acquired
and
managed
separately.
The
benefit
of
access
to
the
workforce
is
anadditional
element
of
goodwill.
The
goodwill
is
recorded
in
the
Company’s
one
reportable
segment.
For
income
tax
purposes,
the
acquisition
was
an
asset
purchaseand
the
goodwill
will
be
tax
deductible.
Acquisition-related
costs
were
$0.3
million
in
2017
and
are
included
in
general
and
administrative
expense
on
theconsolidated
statement
of
operations
and
comprehensive
income.MagnifyMoneyOn
June
20,
2017,
the
Company
acquired
the
membership
interests
of
Camino
Del
Avion
(Delaware),
LLC,
which
does
business
under
the
nameMagnifyMoney
(“MagnifyMoney”)
for
$29.6
million
cash
consideration
at
the
closing
of
the
transaction.
Camino
del
Avion
(Delaware),
LLC
was
immediatelymerged
with
and
into
LendingTree,
LLC
following
such
acquisition.
MagnifyMoney
is
a
leading
consumer-facing
media
property
that
offers
editorial
content,expert
commentary,
tools
and
resources
to
help
consumers
compare
financial
products
and
make
informed
financial
decisions.
The
Company
also
has
an
option
toacquire
a
foreign
affiliate
for
an
estimated
fair
value
of
$0.5
million
at
any
time
during
the
three
years
after
the
closing.
This
foreign
affiliate
provides
technologyand
research
support
to
MagnifyMoney
under
a
services
agreement.In
addition,
the
Company
issued
two
key
employees
of
MagnifyMoney
restricted
stock
unit
awards
for
a
total
of
38,468
shares
of
Company
common
stock,and
may
issue
a
further
restricted
stock
unit
award
for
19,234
shares
to
a
third
key
employee
of
the
foreign
affiliate
should
he
become
employed
by
the
Companyfollowing
the
Company’s
exercise
of
the
option
to
acquire
the
foreign
affiliate.
The
total
value
of
these
restricted
stock
unit
awards
was
$10.0
million
on
June
20,2017.
All
of
these
restricted
stock
units
will
vest,
if
at
all,
on
the
basis
of
performance
conditions
following
the
acquisition.64LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe
acquisition
has
been
accounted
for
as
a
business
combination.
During
2017,
the
Company
completed
the
determination
of
the
final
allocation
of
purchaseprice
to
the
assets
acquired
and
liabilities
assumed
as
follows
(in thousands) : Fair ValueNet
working
capital$921Intangible
assets9,700Goodwill23,784Deferred
tax
liabilities(4,176)Noncontrolling
interest(637)Total purchase price$29,592The
Company
primarily
used
the
income
approach
for
the
valuation
as
appropriate,
and
used
valuation
inputs
in
these
models
and
analyses
that
were
based
onmarket
participant
assumptions.
Market
participants
are
buyers
and
sellers
unrelated
to
the
Company
and
fair
value
is
determined
as
the
price
that
would
bereceived
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
at
the
measurement
date.The
acquired
intangible
assets
are
definite-lived
assets
consisting
primarily
of
content,
developed
technology,
customer
relationships
and
trade
name
andtrademarks.
The
estimated
fair
values
of
the
content
was
determined
using
excess
earnings
analysis,
developed
technology
was
determined
using
cost
savingsanalysis,
the
customer
relationships
were
determined
using
the
distributor
method
and
the
trade
name
and
trademarks
were
determined
using
relief
from
royaltyanalysis.The
fair
value
of
the
intangible
assets
with
definite
lives
are
as
follows
(dollars in thousands) : Fair ValueWeighted AverageAmortization LifeTechnology$2003
yearsCustomer
lists1,1009
yearsTrade
name
and
trademarks6004
yearsContent7,8003
yearsTotal intangible assets$9,7003.7 yearsThe
Company
recorded
goodwill
of
$23.8
million
,
which
represents
the
excess
of
the
purchase
price
over
the
estimated
fair
value
of
the
tangible
andintangible
assets
acquired,
net
of
the
liabilities
assumed.
The
goodwill
is
primarily
attributable
to
MagnifyMoney
as
a
going
concern
which
represents
the
ability
ofthe
Company
to
earn
a
higher
return
on
the
collection
of
assets
and
business
of
MagnifyMoney
than
if
those
assets
were
to
be
acquired
and
managed
separately.The
benefit
of
access
to
the
workforce
is
an
additional
element
of
goodwill.
The
goodwill
is
recorded
in
the
Company’s
one
reportable
segment.
For
income
taxpurposes,
the
acquisition
was
an
equity
purchase
and
the
goodwill
will
not
be
tax
deductible.
Acquisition-related
costs
were
$0.4
million
in
2017
and
are
includedin
general
and
administrative
expense
on
the
consolidated
statement
of
operations
and
comprehensive
income.The
Company
has
determined
that
the
foreign
entity
which
provides
technology
and
research
support
to
MagnifyMoney
under
a
services
agreement
is
avariable
interest
entity
which
must
be
consolidated
for
financial
reporting.
The
Company
has
recorded
the
assets,
liabilities
and
non-controlling
interest
in
thisentity
at
their
estimated
fair
value.DepositAccountsOn
June
14,
2017,
the
Company
acquired
substantially
all
of
the
assets
of
Deposits
Online,
LLC,
which
does
business
under
the
name
DepositAccounts.com(“DepositAccounts”).
DepositAccounts
is
a
leading
consumer-facing
media
property
in
the
depository
industry
and
is
one
of
the
most
comprehensive
sources
ofdepository
deals
and
analysis
on
the
Internet,
covering
all
major
deposit
product
categories
through
editorial
content,
programmatic
rate
tables
and
user-generatedcontent.The
Company
paid
$24.0
million
of
initial
cash
consideration
and
could
make
additional
contingent
consideration
payments
of
up
to
$9.0
million
.
Thepotential
contingent
consideration
payments
are
comprised
of
(i)
up
to
seven
payments
of
$1.0
million
each
based
on
specified
increases
in
Federal
Funds
interestrates
during
the
period
commencing
on
the
closing
date
and
ending
on
June
30,
2020
and
(ii)
a
one-time
performance
payment
of
up
to
$2.0
million
based
on
thenet
revenue
of
deposit
products
during
the
period
of
January
1,
2018
through
December
31,
2018.
These
additional
payments,
to
the
extent
earned,
will
be
payablein65LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTScash.
The
purchase
price
for
the
acquisition
is
$29.0
million
,
comprised
of
the
upfront
cash
payment
of
$24.0
million
and
$5.0
million
for
the
estimated
fair
valueof
the
contingent
consideration
at
the
time
of
closing
the
acquisition.In
the
third
quarter
of
2017,
the
Company
made
a
payment
of
$1.0
million
associated
with
a
specified
increase
in
the
Federal
Funds
rate
in
June
2017.
As
ofDecember
31,
2017,
the
estimated
fair
value
of
the
contingent
consideration
totaled
$6.0
million
,
of
which
$1.7
million
is
included
in
current
contingentconsideration
and
$4.3
million
is
included
in
non-current
contingent
consideration
in
the
accompanying
consolidated
balance
sheet.
The
estimated
fair
value
of
theportion
of
the
contingent
consideration
payments
based
on
increases
in
interest
rates
is
determined
using
a
scenario
approach
based
on
the
interest
rate
forecasts
ofFederal
Open
Market
Committee
participants.
The
estimated
fair
value
of
the
portion
of
the
contingent
consideration
payments
potentially
earned
based
on
netrevenue
is
determined
using
an
option
pricing
model.
The
estimated
value
of
the
contingent
consideration
is
based
upon
available
information
and
certainassumptions,
known
at
the
time
of
this
report,
which
management
believes
are
reasonable.
Any
differences
in
the
actual
contingent
consideration
payments
will
berecorded
in
operating
income
in
the
consolidated
statements
of
operations
and
comprehensive
income.
During
2017,
the
Company
recorded
$2.0
million
ofcontingent
consideration
expense
in
the
consolidated
statement
of
operations
and
comprehensive
income
due
to
the
change
in
estimated
fair
value
of
the
contingentconsideration.The
acquisition
has
been
accounted
for
as
a
business
combination.
During
2017,
the
Company
completed
the
determination
of
the
final
allocation
of
purchaseprice
to
the
assets
acquired
and
liabilities
assumed
as
follows
(in thousands) : Fair ValueIntangible
assets$9,600Goodwill19,389Total purchase price$28,989The
Company
primarily
used
the
income
approach
for
the
valuation
as
appropriate,
and
used
valuation
inputs
in
these
models
and
analyses
that
were
based
onmarket
participant
assumptions.
Market
participants
are
buyers
and
sellers
unrelated
to
the
Company
and
fair
value
is
determined
as
the
price
that
would
bereceived
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
at
the
measurement
date.The
acquired
intangible
assets
are
definite-lived
assets
consisting
primarily
of
developed
technology,
customer
relationships
and
trade
name
and
trademarks.The
estimated
fair
values
of
the
developed
technology
were
determined
using
excess
earnings
analysis,
the
customer
relationships
were
determined
using
thedistributor
method
and
the
trade
name
and
trademarks
were
determined
using
relief
from
royalty
analysis.
The
fair
value
of
the
intangible
assets
with
definite
livesare
as
follows
(dollars in thousands) : Fair ValueWeighted AverageAmortization LifeTechnology$8,6005
yearsCustomer
lists6008
yearsTrade
name
and
trademarks4004
yearsTotal intangible assets$9,6005.2 yearsThe
Company
recorded
goodwill
of
$19.4
million
,
which
represents
the
excess
of
the
purchase
price
over
the
estimated
fair
value
of
the
intangible
assetsacquired.
The
goodwill
is
primarily
attributable
to
DepositAccounts
as
a
going
concern
which
represents
the
ability
of
the
Company
to
earn
a
higher
return
on
thecollection
of
assets
and
business
of
DepositAccounts
than
if
those
assets
were
to
be
acquired
and
managed
separately.
The
benefit
of
access
to
the
workforce
is
anadditional
element
of
goodwill.
The
goodwill
is
recorded
in
the
Company’s
one
reportable
segment.
For
income
tax
purposes,
the
acquisition
was
an
asset
purchaseand
the
goodwill
will
be
tax
deductible.
Acquisition-related
costs
were
$0.3
million
in
2017
and
are
included
in
general
and
administrative
expense
on
theconsolidated
statement
of
operations
and
comprehensive
income.2016
AcquisitionsCompareCardsOn
November
16,
2016,
the
Company
acquired
all
of
the
membership
interests
of
Iron
Horse
Holdings,
LLC,
which
does
business
under
the
nameCompareCards
("CompareCards").
CompareCards
is
an
online
marketing
platform
for
credit
cards,
which
the
Company
is
utilizing
to
grow
its
existing
credit
cardbusiness.
The
Company
paid
$80.7
million
in
initial
cash
consideration66LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSand
agreed
to
make
two
earnout
payments,
each
up
to
$22.5
million
,
based
on
the
amount
of
earnings
before
interest,
taxes,
depreciation
and
amortizationCompareCards
generates
during
the
periods
of
January
1,
2017
through
December
31,
2017
and
January
1,
2018
through
December
31,
2018,
or
up
to
$45.0million
in
aggregate
payments.
The
purchase
price
for
the
acquisition
is
$103.8
million
comprised
of
an
upfront
cash
payment
of
$80.7
million
on
November
16,2016
and
$23.1
million
for
the
estimated
fair
value
of
the
earnout
payments
at
the
time
of
closing
the
acquisition.
In
February
2018,
the
Company
paid
$22.5million
related
to
the
earnout
payment
for
the
period
of
January
1,
2017
through
December
31,
2017.As
of
December
31,
2017,
the
estimated
fair
value
of
the
earnout
payments
totaled
$44.3
million
,
which
is
included
in
current
contingent
consideration
in
theaccompanying
consolidated
balance
sheet.
The
estimated
fair
value
of
the
earnout
payments
is
determined
using
an
option
pricing
model.
The
estimated
value
ofthe
earnout
payments
is
based
upon
available
information
and
certain
assumptions,
known
at
the
time
of
this
report,
which
management
believes
are
reasonable.Any
differences
in
the
actual
earnout
payments
from
the
current
estimated
fair
value
of
the
earnout
payments
will
be
recorded
in
operating
income
in
theconsolidated
statements
of
operations.
During
2017,
the
Company
recorded
$21.2
million
of
contingent
consideration
expense
in
the
consolidated
statement
ofoperations
and
comprehensive
income
due
to
the
change
in
estimated
fair
value
of
the
earnout
payments.The
acquisition
has
been
accounted
for
as
a
business
combination.
During
2017,
the
Company
completed
the
determination
of
the
final
allocation
of
thepurchase
price
with
respect
to
the
assets
acquired
and
liabilities
assumed
as
follows
(in thousands) : Fair ValueAccounts
receivable$3,538Intangible
assets55,400Goodwill52,450Accounts
payable
and
accrued
liabilities(7,638)Total purchase price$103,750The
Company
primarily
used
the
income
approach
for
the
valuation
as
appropriate,
and
used
valuation
inputs
in
these
models
and
analyses
that
were
based
onmarket
participant
assumptions.
Market
participants
are
buyers
and
sellers
unrelated
to
the
Company
and
fair
value
is
determined
as
the
price
that
would
bereceived
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
at
the
measurement
date.The
acquired
intangible
assets
are
definite-lived
assets
consisting
primarily
of
developed
technology,
customer
relationships,
and
trade
name
and
trademarks.The
estimated
fair
values
of
the
developed
technology
was
determined
using
excess
earnings
analysis,
the
customer
relationships
were
determined
using
thedistributor
method
and
the
trade
name
and
trademarks
were
determined
using
relief
from
royalty
analysis.
The
fair
value
of
the
intangible
assets
with
definite
livesare
as
follows
(dollars in thousands) :
Fair ValueWeighted AverageAmortization LifeTechnology$27,9004
yearsCustomer
lists23,20012
yearsTrade
name
and
trademarks4,3005
yearsTotal intangible assets$55,4007.4 yearsThe
Company
recorded
goodwill
of
$52.5
million
,
which
represents
the
excess
of
the
purchase
price
over
the
estimated
fair
value
of
tangible
and
intangibleassets
acquired,
net
of
the
liabilities
assumed.
The
goodwill
is
primarily
attributable
to
CompareCards
as
a
going
concern,
which
represents
the
ability
of
theCompany
to
earn
a
higher
return
on
the
collection
of
assets
and
business
of
CompareCards
than
if
those
assets
and
business
were
to
be
acquired
and
managedseparately.
The
benefit
of
access
to
the
work
force
is
an
additional
relevant
element
of
goodwill.
The
goodwill
is
recorded
in
the
Company’s
one
reportablesegment.
For
income
tax
purposes,
the
acquisition
was
an
asset
purchase
and
the
goodwill
will
be
tax
deductible.Acquisition-related
costs
of
$0.1
million
and
$0.4
million
in
2017
and
2016,
respectively,
are
included
in
general
and
administrative
expense
on
theconsolidated
statement
of
operations
and
comprehensive
income.67LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSSimpleTuition, Inc.On
May
31,
2016,
the
Company
acquired
certain
assets
of
SimpleTuition,
Inc.
("SimpleTuition"),
a
leading
online
marketing
platform
for
student
loans,
for$5.0
million
of
cash
consideration.
Of
the
purchase
price,
$4.5
million
was
funded
with
available
cash
on
hand
and
$0.5
million
was
held-back
in
satisfaction
ofany
potential
claims.The
acquisition
has
been
accounted
for
as
a
business
combination.
During
the
quarter
ended
September
30,
2016,
the
Company
completed
its
determination
ofthe
final
allocation
of
the
purchase
price
with
respect
to
the
acquired
assets.
The
Company
has
recorded
the
$5.0
million
paid
to
the
tangible
and
identifiableintangible
assets
based
on
their
fair
value,
with
the
residual
recorded
to
goodwill
in
the
Company's
one
reportable
segment.
No
liabilities
were
assumed.Acquisition-related
costs
were
$0.1
million
for
2016
and
are
included
in
general
and
administrative
expense
on
the
consolidated
statements
of
operations
andcomprehensive
income.
The
allocation
of
the
purchase
price
to
the
assets
acquired
is
as
follows
(dollars in thousands) : Fair Value
Weighted AverageAmortization LifeAccounts
receivable$125
N/ATotal
intangible
assets
with
definite
lives,
net$4,500
9.2
yearsGoodwill$375
N/AThe
purchase
was
an
asset
acquisition
for
income
tax
purposes
and
the
Company
will
deduct
the
recognized
goodwill
for
income
tax
purposes.
The
acquisitionof
SimpleTuition
was
not
considered
significant
to
the
accompanying
consolidated
financial
statements.Pro forma Financial Results and Other InformationThe
unaudited
pro
forma
financial
results
for
the
years
ended
December
31,
2017
and
2016
combine
the
consolidated
results
of
the
Company
andCompareCards,
DepositAccounts,
MagnifyMoney
and
SnapCap
giving
effect
to
the
acquisitions
as
if
the
CompareCards
acquisition
had
been
completed
onJanuary
1,
2015
and
as
if
the
DepositAccounts,
MagnifyMoney
and
SnapCap
acquisitions
had
been
completed
on
January
1,
2016.
This
unaudited
pro
formafinancial
information
is
presented
for
informational
purposes
only
and
is
not
indicative
of
future
operations
or
results
had
the
acquisitions
been
completed
as
ofJanuary
1,
2015
or
2016,
or
any
other
date.The
unaudited
pro
forma
financial
results
include
adjustments
for
additional
amortization
expense
based
on
the
fair
value
of
the
intangible
assets
with
definitelives
and
their
estimated
useful
lives.
The
provision
for
income
taxes
from
continuing
operations
has
also
been
adjusted
to
reflect
taxes
on
the
historical
results
ofoperations
of
CompareCards,
DepositAccounts
and
SnapCap.
CompareCards,
DepositAccounts
and
SnapCap
did
not
pay
taxes
at
the
entity
level
as
these
entitieswere
limited
liability
companies
whose
members
elected
for
them
to
be
taxed
as
a
partnership.
20172016
(in thousands)Pro
forma
revenue$626,578$461,969Pro
forma
net
income
from
continuing
operations$19,575$31,139The
unaudited
pro
forma
net
income
from
continuing
operations
in
2017
include
the
aggregate
after
tax
contingent
consideration
expense
associated
with
theCompareCards,
DepositAccounts
and
SnapCap
earnouts
of
$14.4
million
.
The
unaudited
pro
forma
net
income
from
continuing
operations
for
2016
has
beenadjusted
to
include
acquisition-related
costs
of
$1.0
million
incurred
by
the
Company,
DepositAccounts,
MagnifyMoney
and
SnapCap
that
are
directly
attributableto
the
acquisitions,
which
will
not
have
an
ongoing
impact.
Accordingly,
the
acquisition-related
costs
have
been
eliminated
from
the
unaudited
pro
forma
netincome
from
continuing
operations
for
2017.The
Company’s
consolidated
results
of
operations
include
the
results
of
the
business
acquisitions
completed
in
2017
as
of
the
acquisition
dates.
In
2017,revenue
of
$9.2
million
and
net
income
from
continuing
operations
of
$1.5
million
,
which
excludes
any
contingent
consideration
expense
associated
with
theacquisitions,
have
been
included
in
the
Company’s
consolidated
results
of
operations.68LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 7—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIESAccrued
expenses
and
other
current
liabilities
consist
of
the
following
(in thousands) :
December 31, 2017
December 31, 2016Accrued
litigation
liabilities$346
$736Accrued
advertising
expense40,727
26,976Accrued
compensation
and
benefits7,679
5,626Accrued
professional
fees2,072
1,411Customer
deposits
and
escrows5,564
5,041Contribution
to
LendingTree
Foundation10,000
—Other10,795
9,613Total accrued expenses and other current liabilities$77,183
$49,403NOTE 8 —SHAREHOLDERS' EQUITYBasic
and
diluted
income
(loss)
per
share
was
determined
based
on
the
following
share
data
(in thousands) : Year Ended December 31, 2017
2016
2015Weighted average basic common shares11,945
11,812
11,516Effect
of
stock
options1,626
886
866Effect
of
dilutive
share
awards111
75
159Effect
of
Convertible
Senior
Notes—
—
—Weighted average diluted common shares13,682
12,773
12,541For
the
year
ended
December
31,
2017,
the
weighted
average
shares
that
were
anti-dilutive,
and
therefore
excluded
from
the
calculation
of
diluted
income
pershare,
included
options
to
purchase

0.1
million

shares
of
common
stock.The

0.625%

Convertible
Senior
Notes
due
June
1,
2022
and
the
warrants
issued
by
the
Company
in
the
second
quarter
of
2017
could
be
converted
into
theCompany’s
common
stock
in
the
future,
subject
to
certain
contingencies.

See  Note
11
—Debt
for
additional
information.
Shares
of
the
Company’s
common
stockassociated
with
these
instruments
were
excluded
from
the
calculation
of
diluted
income
per
share
during
2017
as
they
were
anti-dilutive
since
the
conversion
priceof
the
Convertible
Senior
Notes
and
the
strike
price
of
the
warrants
were
greater
than
the
average
market
price
of
the
Company’s
common
stock.See Note

9
—Stock-Based
Compensation
for
a
full
description
of
outstanding
equity
awards.Common Stock RepurchasesIn
each
of
January
2010,
May
2014,
January
2016
and
February
2016,
the
board
of
directors
authorized
and
the
Company
announced
the
repurchase
of
up
to$10.0
million
,
$10.0
million
,
$50.0
million
and
$40.0
million
,
respectively,
of
LendingTree's
common
stock.
During
the
years
ended
December
31,
2017
,
2016and
2015
,
the
Company
purchased
75,393
,
690,218
and
5,250
shares,
respectively,
of
its
common
stock
for
aggregate
consideration
of
$21.0
million
,
$48.5million
and
$0.2
million
,
respectively.
At
December
31,
2017
,
$27.7
million
remains
authorized
for
share
repurchase.Equity OfferingIn
November
2015,
the
Company
completed
an
equity
offering
of
852,500
shares
of
its
common
stock.
The
common
stock
was
issued
at
a
price
of
$115.00
pershare.
The
Company
received
net
proceeds
of
$91.5
million
,
after
deducting
approximately
$5.9
million
in
underwriting
discounts
and
$0.7
million
in
offeringexpenses.69LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 9 —STOCK-BASED COMPENSATIONThe
Company
currently
has
two
active
plans,
the
Fifth
Amended
and
Restated
LendingTree
2008
Stock
and
Annual
Incentive
Plan
(the
"Equity
Award
Plan")and
the
LendingTree
2017
Inducement
Grant
Plan
(the
"Inducement
Plan"),
under
which
future
awards
may
be
granted,
which
currently
covers
outstanding
stockoptions
to
acquire
shares
of
the
Company's
common
stock,
restricted
stock,
RSUs
and
RSUs
with
performance
conditions,
and
provides
for
the
future
grants
ofthese
and
other
equity
awards.
Under
the
Equity
Award
Plan
and
the
Inducement
Plan,
the
Company
is
authorized
to
grant
stock
options,
restricted
stock,
RSUsand
other
equity-based
awards
for
up
to
5.35
million
and
0.5
million
shares,
respectively,
of
LendingTree
common
stock
to
employees,
and,
under
the
EquityAward
Plan
only,
to
non-employee
consultants
and
directors.The
Equity
Award
Plan
and
Inducement
Plan
each
have
a
stated
term
of
ten
years
and
provide
that
the
exercise
price
of
stock
options
granted
will
not
be
lessthan
the
market
price
of
the
common
stock
on
the
grant
date.
The
Equity
Award
Plan
and
Inducement
Plan
do
not
specify
grant
dates
or
vesting
schedules,
as
thosedeterminations
are
delegated
to
the
Compensation
Committee
of
the
board
of
directors.
Each
grant
agreement
reflects
the
vesting
schedule
for
that
particular
grant,as
determined
by
the
Compensation
Committee.
The
Compensation
Committee
has
the
authority
to
modify
the
vesting
provisions
of
an
award.Non-cash
compensation
related
to
equity
awards
is
included
in
the
following
line
items
in
the
accompanying
consolidated
statements
of
operations
andcomprehensive
income
(in thousands) :
Year Ended December 31,
2017
2016
2015Cost
of
revenue$175
$129
$95Selling
and
marketing
expense3,973
2,722
1,597General
and
administrative
expense16,874
4,699
5,120Product
development2,339
2,097
1,558Restructuring
and
severance—
—
138Total non-cash compensation$23,361
$9,647
$8,508For
the
years
ended
December
31,
2017,
2016
and
2015,
the
Company
recognized
$9.5
million
,
$3.7
million
and
$3.0
million
of
income
tax
benefit
related
tonon-cash
compensation.
Additionally,
for
the
year
ended
December
31,
2017,
the
Company
recognized
$
12.9
million
of
excess
tax
benefit,
including
state
taxes,in
income
tax
expense.
See Note
2—Significant
Accounting
Policies—Recent
Accounting
Pronouncements,
for
additional
information
regarding
excess
taxbenefits
and
deficiencies.Stock OptionsA
summary
of
the
changes
in
outstanding
stock
options
is
as
follows:
Number of Options
WeightedAverageExercisePrice
WeightedAverageRemainingContractualTerm
AggregateIntrinsicValue (a)


(per
option)
(in
years)
(in
thousands)Outstanding at December 31, 20161,991,802
$21.23


 Granted112,059
207.79



Exercised(219,094)
31.29



Forfeited(21,028)
70.90



Expired—
—



Outstanding at December 31, 20171,863,739
$30.70
4.46
$577,295Options exercisable1,036,757
$11.56
2.34
$340,976(a)The
aggregate
intrinsic
value
represents
the
total
pre-tax
intrinsic
value
(the
difference
between
the
Company's
closing
stock
price
of
$340.45
on
the
lasttrading
day
of
2017
and
the
exercise
price,
multiplied
by
the
number
of
shares
covered
by
in-the-money
options)
that
would
have
been
received
by
theoption
holder
had
the
option
holder
exercised
these
options
on
December
31,
2017
.
The
intrinsic
value
changes
based
on
the
market
value
of
theCompany's
common
stock.70LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSAs
of
December
31,
2017
,
there
was
approximately
$12.1
million
of
unrecognized
compensation
cost
related
to
stock
options.
These
costs
are
expected
to
berecognized
over
a
weighted-average
period
of
approximately
0.6
years
.Upon
exercise,
the
intrinsic
value
represents
the
pre-tax
difference
between
the
Company's
closing
stock
price
on
the
exercise
date
and
the
exercise
price,multiplied
by
the
number
of
stock
options
exercised.
During
the
years
ended
December
31,
2017
,
2016
and
2015
,
the
total
intrinsic
value
of
stock
options
thatwere
exercised
was
$27.7
million
,
$0.3
million
and
$5.9
million
,
respectively.
Cash
received
from
stock
option
exercises
and
the
related
actual
tax
benefitrealized
were
$6.9
million
and
$11.3
million
,
respectively,
for
the
year
ended
December
31,
2017
.During
the
years
ended
December
31,
2017
,
2016
and
2015,
the
Company
granted
stock
options
with
a
weighted
average
grant
date
fair
value
per
share
of$105.15
,
$40.05
,
and
$27.60
,
respectively,
of
which
the
vesting
periods
include
(a)
immediately
upon
grant,
(b)
five
months
from
the
grant
date,
(c)
one
yearfrom
the
grant
date,
(d)
50%
over
a
period
of
two
years
from
the
grant
date,
(e)
25%
and
75%
over
a
period
of
1.7
years
and
2.7
years
,
respectively,
(f)
33%
over
aperiod
of
three
years
from
the
grant
date,
(g)
25%
and
75%
over
a
period
of
two
years
and
three
years
,
respectively,
(h)
four
years
from
the
grant
date
and
(i)
25%over
a
period
of
four
years
from
the
grant
date.For
purposes
of
determining
stock-based
compensation
expense,
the
weighted
average
grant
date
fair
value
per
share
of
the
stock
options
was
estimated
usingthe
Black-Scholes
option
pricing
model,
which
requires
the
use
of
various
key
assumptions.
The
weighted
average
assumptions
used
are
as
follows:
Year Ended December 31,
201720162015Expected
term
(1)5.00
-
7.00
years5.22
-
6.38
years5.21
-
6.23
yearsExpected
dividend
(2)———Expected
volatility
(3)51%
-
52%48%
-
53%38%
-
48%Risk-free
interest
rate
(4)1.74%
-
2.24%1.10%
-
2.18%1.65%
-
2.01%(1)The
expected
term
of
stock
options
granted
was
calculated
using
the
'Simplified
Method',
which
utilizes
the
midpoint
between
the
weighted
averagetime
of
vesting
and
the
end
of
the
contractual
term.
This
method
was
utilized
for
the
stock
options
due
to
a
lack
of
historical
exercise
behavior
by
theCompany's
employees.(2)For
all
stock
options
granted
during
the
years
ended
December
31,
2017
,
2016
and
2015,
no
dividends
are
expected
to
be
paid
over
the
contractualterm
of
the
stock
options,
resulting
in
a
zero
expected
dividend
rate.(3)The
expected
volatility
rate
is
based
on
the
historical
volatility
of
the
Company's
common
stock.(4)The
risk-free
interest
rate
is
specific
to
the
date
of
grant.
The
risk-free
interest
rate
is
based
on
U.S.
Treasury
yields
for
notes
with
comparableexpected
terms
as
the
awards,
in
effect
at
the
grant
date.During
the
years
ended
December
31,
2017
,
2016
and
2015
,
the
total
fair
value
of
options
vested
was
$4.1
million
,
$0.9
million
and
$0.8
million
,respectively.Stock Options with Performance ConditionsDuring
2017,
the
Company
granted
stock
options
with
performance
conditions
with
a
weighted
average
grant
date
fair
value
per
share
of
$152.45
,
of
whichvesting
periods
range
from
1.2
years
to
2.2
years
,
pending
the
attainment
of
certain
performance
targets
set
at
the
time
of
grant.71LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSA
summary
of
the
changes
in
outstanding
stock
options
with
performance
conditions
is
as
follows:
Number of Options
WeightedAverageExercisePrice
WeightedAverageRemainingContractualTerm
AggregateIntrinsicValue (a)


(per
option)
(in
years)
(in
thousands)Outstanding at December 31, 2016—
$—


 Granted37,877
308.90



Exercised—
—



Forfeited—
—



Expired—
—



Outstanding at December 31, 201737,877
$308.90
9.95
$1,195Options exercisable—
$—
0.00
$—(a)The
aggregate
intrinsic
value
represents
the
total
pre-tax
intrinsic
value
(the
difference
between
the
Company's
closing
stock
price
of
$340.45
on
the
lasttrading
day
of
2017
and
the
exercise
price,
multiplied
by
the
number
of
shares
covered
by
in-the-money
options)
that
would
have
been
received
by
theoption
holder
had
the
option
holder
exercised
these
options
on
December
31,
2017
.
The
intrinsic
value
changes
based
on
the
market
value
of
theCompany's
common
stock.As
of
December
31,
2017
,
there
was
approximately
$2.3
million
of
unrecognized
compensation
cost
related
to
stock
options
with
performance
conditions.These
costs
are
expected
to
be
recognized
over
a
weighted-average
period
of
approximately
1.6
years
.As
of
December
31,
2017,
the
performance
conditions
associated
with
the
performance-based
nonqualified
stock
options
had
not
been
met.For
purposes
of
determining
stock-based
compensation
expense,
the
weighted
average
grant
date
fair
value
per
share
of
the
stock
options
was
estimated
usingthe
Black-Scholes
option
pricing
model,
which
requires
the
use
of
various
key
assumptions.
The
weighted
average
assumptions
used
are
as
follows:Expected
term
(1)5.5
-
6.00
yearsExpected
dividend
(2)—Expected
volatility
(3)51%Risk-free
interest
rate
(4)2.16%
-
2.23%(1)The
expected
term
of
stock
options
granted
was
calculated
using
the
'Simplified
Method',
which
utilizes
the
midpoint
between
the
weighted
averagetime
of
vesting
and
the
end
of
the
contractual
term.
This
method
was
utilized
for
the
stock
options
due
to
a
lack
of
historical
exercise
behavior
by
theCompany's
employees.(2)For
all
stock
options
granted
during
the
year
ended
December
31,
2017
,
no
dividends
are
expected
to
be
paid
over
the
contractual
term
of
the
stockoptions,
resulting
in
a
zero
expected
dividend
rate.(3)The
expected
volatility
rate
is
based
on
the
historical
volatility
of
the
Company's
common
stock.(4)The
risk-free
interest
rate
is
specific
to
the
date
of
grant.
The
risk-free
interest
rate
is
based
on
U.S.
Treasury
yields
for
notes
with
comparableexpected
terms
as
the
awards,
in
effect
at
the
grant
date.72LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSRestricted Stock UnitsA
summary
of
the
changes
in
outstanding
nonvested
RSUs
is
as
follows: RSUs Number of Units
Weighted Average GrantDateFair Value


(per
unit)Nonvested at December 31, 2016152,374
$65.64Granted
(a)94,783
152.45Vested(78,631)
57.92Forfeited(15,697)
82.99Nonvested at December 31, 2017152,829
$121.68(a)The
grant
date
fair
value
per
share
of
the
RSUs
is
calculated
as
the
closing
market
price
of
LendingTree's
common
stock
at
the
time
of
grant.As
of
December
31,
2017
,
there
was
approximately
$13.9
million
of
unrecognized
compensation
cost
related
to
RSUs.
These
costs
are
expected
to
berecognized
over
a
weighted-average
period
of
approximately
1.8
years
.The
total
fair
value
of
RSUs
that
vested
during
the
years
ended
December
31,
2017
,
2016
and
2015
was
$11.5
million
,
$10.1
million
and
$11.0
million
,respectively.Restricted StockA
summary
of
the
changes
in
outstanding
nonvested
restricted
stock
is
as
follows: Restricted Stock Number of Shares
Weighted Average GrantDateFair Value


(per
share)Nonvested at December 31, 201614,464
$25.14Granted—
—Vested(14,464)
25.14Forfeited—
—Nonvested at December 31, 2017—
$—The
total
fair
value
of
restricted
stock
that
vested
during
the
years
ended
December
31,
2017
,
2016
and
2015
was
$2.1
million
,
$3.9
million
and
$4.1
million
,respectively.Restricted Stock Units with Performance ConditionsDuring
2017
and
2016,
the
Company
granted
RSUs
with
performance
conditions
to
certain
employees,
of
which
vesting
periods
range
from
0.33
years
to
4.00years
,
pending
the
attainment
of
certain
performance
targets
set
at
the
time
of
grant.73LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSA
summary
of
the
changes
in
outstanding
nonvested
RSUs
with
performance
conditions
is
as
follows: RSUs with Performance Conditions Number of Units
Weighted AverageGrant Date Fair Value


(per
unit)Nonvested at December 31, 201644,509
$88.28Granted
(a)80,880
186.85Vested(1,931)
96.46Forfeited(12,253)
83.60Nonvested at December 31, 2017111,205
$160.34(a)The
grant
date
fair
value
per
share
of
the
RSUs
with
performance
conditions
is
calculated
as
the
closing
market
price
of
LendingTree's
common
stock
atthe
time
of
grant.As
of
December
31,
2017
,
there
was
approximately
$13.5
million
of
unrecognized
compensation
cost
related
to
RSUs
with
performance
conditions.
Thesecosts
are
expected
to
be
recognized
over
a
weighted-average
period
of
approximately
1.7
years
.The
total
fair
value
of
RSUs
with
performance
conditions
that
vested
during
the
years
ended
December
31,
2017
and
2016
was
$0.4
million
and
$0.2
million
,respectively.Chairman and Chief Executive Officer GrantsOn
July
25,
2017,
the
Company’s
Compensation
Committee
approved
new
compensation
arrangements
for
its
Chairman
and
Chief
Executive
Officer.
Thenew
compensation
arrangements
include
the
issuance
of
performance
based
equity
compensation
grants
with
a
modeled
total
grant
date
value
of

$87.5
million

ofwhich

25%
(
119,015

shares)
would
be
in
the
form
of
time-vested
restricted
stock
awards
with
a
performance
condition
and

75%

(a
maximum
of

769,376
shares)
would
be
in
the
form
of
performance-based
nonqualified
stock
options.Stock
Options
with
Market
ConditionsThe
performance-based
nonqualified
stock
options
have
a
target
number
of
shares
that
vest
upon
achieving
targeted
total
shareholder
return
performance
of
110%

stock
price
appreciation
and
a
maximum
number
of
shares
for
achieving
superior
performance
up
to

167%

of
the
target
number
of
shares.
No
shares
willvest
unless

70%

of
the
targeted
performance
is
achieved.
Time-based
service
vesting
conditions
would
also
have
to
be
satisfied
in
order
for
performance-vestedshares
to
become
fully
vested
and
no
longer
subject
to
forfeiture.
In
connection
with
the
new
compensation
arrangements,
on
July
26,
2017,
an
initial
grant
ofperformance-based
nonqualified
stock
options
with
a
target
number
of
shares
of

402,694

and
a
maximum
number
of
shares
of

672,499

were
issued
with
anexercise
price
of

$183.80
,
the
closing
stock
price
on
July
26,
2017.
The
fair
value
of
the
performance-based
stock
options
will
be
recognized
on
a
straight-linebasis
through
the
vest
date
of
September
30,
2022,
whether
or
not
any
of
the
total
shareholder
return
targets
are
met.
In
the
year
ended
December
31,
2017,
theCompany
recorded

$4.8
million

in
stock-based
compensation
expense
related
to
these
stock
options
in
the
consolidated
statement
of
operations
andcomprehensive
income.The
Company's
Equity
Award
Plan
imposes
a
per
employee
upper
annual
grant
limit
of

672,500

shares.
As
a
result,
the
remaining

58,010

targetperformance-based
nonqualified
stock
options
and
potential
performance-based
restricted
stock
awards
were
awarded
on
January
2,
2018.
The
form
of
the
awardsconsisted
of
31,336
performance-based
nonqualified
stock
options
with
a
per
share
exercise
price
of

$340.25
,
and
26,674
performance-based
restricted
stockawards,
substituting
for
an
equal
number
of
the
performance-based
options,
to
compensate
for
the
increase
in
the
exercise
price
of
the
performance-based
optiongranted
on
July
26,
2017.
As
of
December
31,
2017,
the
Company
estimated
the
fair
value
of
the
remaining

58,010

target
shares
using
a
Monte
Carlo
simulationmodel
and
the
Company's
common
stock
price
on
December
31,
2017
to
record
mark-to-market
expense
associated
with
the
commitment
to
issue
the
shares
onJanuary
2,
2018.
In
the
year
ended
December
31,
2017,
the
Company
recorded

$1.0
million

in
stock-based
compensation
expense
related
to
these
stock
optionsbased
on
the
current
estimated
fair
value
on
a
straight-line
basis.As
of
December
31,
2017,
performance-based
nonqualified
stock
options
of
167,742
and
performance-based
restricted
stock
awards
of
10,309
had
beenearned,
which
have
a
vest
date
of
September
30,
2022.74LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSA
summary
of
changes
in
outstanding
stock
options
with
market
conditions
is
as
follows: Number of Optionswith MarketConditions
WeightedAverageExercisePrice
WeightedAverageRemainingContractualTerm
AggregateIntrinsicValue (a)


(per
option)
(in
years)
(in
thousands)Outstanding at December 31, 2016—
$—
 
 Granted

(b)402,694
183.80



Exercised—
—



Forfeited—
—



Expired—
—



Outstanding at December 31, 2017402,694
183.80
9.57
$63,082Options exercisable—
$—
0.00
$—(a)The
aggregate
intrinsic
value
represents
the
total
pre-tax
intrinsic
value
(the
difference
between
the
Company's
closing
stock
price
of
$340.45
on
the
lasttrading
day
of
2017
and
the
exercise
price,
multiplied
by
the
number
of
shares
covered
by
in-the-money
options)
that
would
have
been
received
by
theoption
holder
had
the
option
holder
exercised
these
options
on
December
31,
2017.
The
intrinsic
value
changes
based
on
the
market
value
of
theCompany's
common
stock.(b)During
2017,
the
Company
granted
stock
options
with
a
grant
date
fair
value
per
share
of
$142.45
,
calculated
using
the
Monte
Carlo
simulation
model,which
have
a
vesting
date
of
September
30,
2022.For
purposes
of
determining
stock-based
compensation
expense,
the
grant
date
fair
value
per
share
of
the
stock
options
was
estimated
using
the
MonteCarlo
simulation
model,
which
requires
the
use
of
various
key
assumptions.
The
assumptions
used
are
as
follows:Expected
term
(1)7.50
yearsExpected
dividend
(2)—Expected
volatility
(3)50%Risk-free
interest
rate
(4)2.12%(1)The
expected
term
of
stock
options
with
a
market
condition
granted
was
calculated
using
the
midpoint
between
the
weighted
average
time
of
vestingand
the
end
of
the
contractual
term.(2)For
all
stock
options
with
a
market
condition
granted
in
2017,
no
dividends
are
expected
to
be
paid
over
the
contractual
term
of
the
stock
options,resulting
in
a
zero
expected
dividend
rate.(3)The
expected
volatility
rate
is
based
on
the
historical
volatility
of
the
Company's
common
stock.(4)The
risk-free
interest
rate
is
specific
to
the
date
of
grant.
The
risk-free
interest
rate
is
based
on
U.S.
Treasury
yields
for
notes
with
comparableexpected
terms
as
the
awards,
in
effect
at
the
grant
date.As
of
December
31,
2017
,
there
was
approximately
$52.6
million
of
unrecognized
compensation
cost
related
to
stock
options
with
market
conditions.
Thesecosts
are
expected
to
be
recognized
over
a
weighted-average
period
of
approximately
4.8
years
.Time-Vested
Restricted
Stock
Awards
with
Performance
ConditionsOn
January
2,
2018,
119,015
restricted
stock
awards
with
time-vesting
and
a
performance
condition
were
granted.
The
terms
of
these
awards
were
fixed
in
theapproved
new
compensation
agreements
in
July
2017.
In
2017,
the
Company
recorded
$3.1
million
in
stock-based
compensation
to
reflect
the
commitment
to
issuethe
shares
in
the
consolidated
statement
of
operations
and
comprehensive
income.
The
performance
condition
is
tied
to
the
Company's
operating
results
during
thefirst
six
months
of
2018.
As
of
December
31,
2017,
the
performance
condition
associated
with
the
awards
had
not
been
met.75LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 10 —INCOME TAXESIncome Tax ProvisionThe
components
of
the
income
tax
expense
(benefit)
are
as
follows
(in thousands) : Year Ended December 31, 2017
2016
2015Current
income
tax
expense:




Federal$10,055
$11,519
$5,847State2,606
2,480
1,149Current income tax expense12,661
13,999
6,996Deferred
income
tax
(benefit)
provision:




Federal(3,805)
3,703
(19,676)State(2,565)
2,664
(10,293)Deferred income tax (benefit) provision(6,370)
6,367
(29,969)Income tax expense (benefit)$6,291
$20,366
$(22,973)A
reconciliation
of
the
income
tax
expense
(benefit)
to
the
amounts
computed
by
applying
the
statutory
federal
income
tax
rate
to
income
(loss)
fromcontinuing
operations
before
income
taxes
is
shown
as
follows
(in thousands) : Year Ended December 31, 2017
2016
2015Income
tax
expense
at
the
federal
statutory
rate
of
35%$8,998
$18,051
$9,920State
income
taxes,
net
of
effect
of
federal
tax
benefit(268)
4,038
1,480Impact
of
Tax
Cuts
and
Jobs
Act9,062
—
—Excess
Tax
Deductions
on
Non-Cash
Compensation(11,134)
—
—Change
in
(release
of)
valuation
allowance593
(416)(34,409)Research
and
experimentation
tax
credit(1,318)
(2,574)
—Other,
net358
1,267
36Income tax expense (benefit)$6,291
$20,366
$(22,973)During
the
fourth
quarter
of
2017,
LendingTree
recorded
a
net
tax
expense
of
$9.1
million
related
to
the
enactment
of
the
TCJA.
The
expense
is
primarilyrelated
to
the
remeasurement
of
LendingTree’s
deferred
tax
assets
and
liabilities
considering
the
TCJA’s
newly
enacted
tax
rates
and
certain
other
impacts.
Thedetermination
of
valuation
of
the
deferred
tax
assets
and
liabilities
related
to
the
TCJA
is
provisional
and
is
subject
to
adjustment
during
a
measurement
period
ofup
to
one
year
following
the
December
2017
enactment
of
the
TCJA,
as
provided
by
recent
SEC
guidance.76LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDeferred Income TaxesThe
tax
effects
of
cumulative
temporary
differences
that
give
rise
to
significant
portions
of
the
deferred
tax
assets
and
deferred
tax
liabilities
are
as
follows
(inthousands) : December 31, 2017
2016Deferred
tax
assets:


Provision
for
accrued
expenses$4,368
$8,056Net
operating
loss
carryforwards
(a)6,296
8,548Non-cash
compensation
expense8,929
5,699Goodwill—
1,825Contingent
liabilities6,666
—Other2,138
139Total
gross
deferred
tax
assets28,397
24,267Less:
valuation
allowance
(b)(2,694)
(2,101)Total deferred tax assets, net of the valuation allowance25,703
22,166Deferred
tax
liabilities:


Intangible
and
other
assets(1,960)
(2,704)Other(1,160)
(1,071)Total gross deferred tax liabilities(3,120)
(3,775)Net deferred taxes$22,583
$18,391(a)At
December
31,
2017
,
the
Company
had
pre-tax
consolidated
federal
net
operating
losses
("NOLs")
of
$5.8
million
.
The
federal
NOLs
will
expire
in2030.
The
Company's
NOLs
will
be
available
to
offset
taxable
income
(until
such
NOLs
are
either
used
or
expire)
subject
to
the
Internal
Revenue
CodeSection
382
annual
limitation.
In
addition,
the
Company
has
state
NOLs
of
approximately
$190.4
million
at
December
31,
2017
that
will
expire
at
varioustimes
between
2018
and
2038.(b)The
valuation
allowance
is
related
to
items
for
which
it
is
"more likely than not" that
the
tax
benefit
will
not
be
realized.Deferred
income
taxes
are
presented
in
the
accompanying
consolidated
balance
sheets
as
follows
(in thousands) : December 31, 2017
2016Deferred
income
tax
assets$20,156
$14,610Non-current
assets
of
discontinued
operations2,427
3,781Net deferred taxes$22,583
$18,391Valuation AllowanceA
valuation
allowance
is
provided
on
deferred
tax
assets
if
it
is
determined
that
it
is
"more likely than not" that
the
deferred
tax
asset
will
not
be
realized.
As
ofeach
reporting
date,
management
considers
both
positive
and
negative
evidence
regarding
the
likelihood
of
future
realization
of
the
deferred
tax
assets.In
the
fourth
quarter
of
2015
the
Company
concluded,
based
upon
all
available
evidence,
it
was
more
likely
than
not
it
would
have
sufficient
future
taxableincome
to
realize
the
majority
of
its
net
deferred
tax
assets.
As
a
result,
the
Company
released
the
majority
of
the
valuation
allowance
in
2015.
The
Companysignificantly
improved
its
operating
performance
in
2015,
emerged
from
cumulative
losses
in
previous
years
due
to
a
cumulative
profit
position
and
projectstaxable
income
in
future
years.
While
the
Company
believes
the
assumptions
included
in
its
projections
of
future
taxable
income
are
reasonable,
if
the
actualresults
vary
from
expected
results
due
to
unforeseen
changes
in
the
economy
or
mortgage
industry,
or
other
factors,
the
Company
may
need
to
make
futureadjustments
to
the
valuation
allowance
for
all,
or
a
portion,
of
the
net
deferred
tax
assets.
At
December
31,
201777LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSand
2016,
the
Company
recorded
a
partial
valuation
allowance
of
$2.7
million
and
$2.1
million
,
respectively,
primarily
related
to
state
net
operating
losses,
whichthe
Company
does
not
expect
to
be
able
to
utilize
prior
to
expiration.A
reconciliation
of
the
beginning
and
ending
balances
of
the
deferred
tax
valuation
allowance
is
as
follows
(in thousands) : Year Ended December 31, 2017
2016
2015Balance, beginning of the period$2,101
$2,341
$40,121Charges
to
earnings
(a)593
(240)(37,780)Balance, end of the period$2,694
$2,101
$2,341(a)
During
2015,
the
amount
is
primarily
related
to
the
Company's
release
of
the
valuation
allowance,
current
year
utilization
of
net
operating
losscarryforwards,
the
write-off
of
certain
state
net
operating
losses
that
expire
in
2015
and
state
net
operating
losses
not
expected
to
be
utilized
in
futureyears
due
to
changes
in
ownership
limitations.Unrecognized Tax BenefitsA
reconciliation
of
the
beginning
and
ending
amounts
of
unrecognized
tax
benefits,
excluding
interest
and
penalties,
is
as
follows
(in thousands) : Year Ended December 31, 2017
2016Balance, beginning of the period$550
$19Additions
based
on
tax
positions
of
the
current
year198
550Lapse
of
statute
of
limitations—
(19)Balance, end of the period$748
$550Interest
and,
if
applicable,
penalties
are
recognized
related
to
unrecognized
tax
benefits
in
income
tax
expense.
For
the
year
ended
December
31,
2015,
theCompany
incurred
interest
and
penalties
on
unrecognized
tax
benefits
of
$0.1
million
which
was
included
in
income
tax
expense.
Interest
and
penalties
onunrecognized
tax
benefits
included
in
income
tax
expense
for
each
of
the
years
ended
December
31,
2017
and
2016
was
immaterial.As
of
December
31,
2017
,
the
accrual
for
unrecognized
tax
benefits,
including
interest,
was
$0.7
million
,
which
would
benefit
the
effective
tax
rate
ifrecognized.
As
of
December
31,
2016,
the
accrual
for
unrecognized
tax
benefits,
including
interest,
was
$0.6
million
,
which
would
benefit
the
effective
tax
rate
ifrecognized.Tax AuditsLendingTree
is
subject
to
audits
by
federal,
state
and
local
authorities
in
the
area
of
income
tax.
These
audits
include
questioning
the
timing
and
the
amountof
deductions
and
the
allocation
of
income
among
various
tax
jurisdictions.
Income
taxes
payable
include
amounts
considered
sufficient
to
pay
assessments
thatmay
result
from
examination
of
prior
year
returns;
however,
any
amounts
paid
upon
resolution
of
issues
raised
may
differ
from
the
amount
provided.
Differencesbetween
the
reserves
for
tax
contingencies
and
the
amounts
owed
by
the
Company
are
recorded
in
the
period
they
become
known.
As
of
December
31,
2017,
theCompany
is
subject
to
a
federal
income
tax
examination
for
the
tax
years
2013
through
2016.
In
addition,
the
Company
is
subject
to
state
and
local
taxexaminations
for
the
tax
years
2013
through
2016.NOTE 11 —DEBTConvertible Senior NotesOn
May
31,
2017,
the
Company
issued
$300.0
million
aggregate
principal
amount
of
its
0.625%
Convertible
Senior
Notes
due
June
1,
2022
(the
“Notes”)
in
aprivate
placement.
The
Notes
bear
interest
at
a
rate
of
0.625%
per
year,
payable
semi-annually
on
June
1
and
December
1
of
each
year,
beginning
on
December
1,2017.
The
Notes
will
mature
on
June
1,
2022,
unless
earlier
repurchased
or
converted.78LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe
initial
conversion
rate
of
the
Notes
is
4.8163
shares
of
Common
Stock
per
$1,000
principal
amount
of
Notes
(which
is
equivalent
to
an
initial
conversionprice
of
approximately
$207.63
per
share).
The
conversion
rate
will
be
subject
to
adjustment
upon
the
occurrence
of
certain
specified
events
but
will
not
beadjusted
for
accrued
and
unpaid
interest.
In
addition,
upon
the
occurrence
of
a
fundamental
change
prior
to
the
maturity
of
the
Notes,
the
Company
will,
in
certaincircumstances,
increase
the
conversion
rate
by
a
specified
number
of
additional
shares
for
a
holder
that
elects
to
convert
the
Notes
in
connection
with
suchfundamental
change.
Upon
conversion,
the
Notes
will
settle
for
cash,
shares
of
the
Company’s
stock,
or
a
combination
thereof,
at
the
Company’s
option.
It
is
theintent
of
the
Company
to
settle
the
principal
amount
of
the
Notes
in
cash
and
any
conversion
premium
in
shares
of
its
common
stock.The
Notes
are
the
Company’s
senior
unsecured
obligations
and
will
rank
senior
in
right
of
payment
to
any
of
the
Company’s
indebtedness
that
is
expresslysubordinated
in
right
of
payment
to
the
Notes;
equal
in
right
of
payment
to
any
of
the
Company’s
unsecured
indebtedness
that
is
not
so
subordinated;
effectivelyjunior
in
right
of
payment
to
any
of
the
Company’s
secured
indebtedness,
including
borrowings
under
the
senior
secured
Revolving
Credit
Facility,
describedbelow,
to
the
extent
of
the
value
of
the
assets
securing
such
indebtedness;
and
structurally
junior
to
all
indebtedness
and
other
liabilities
(including
trade
payables)of
the
Company’s
subsidiaries.Prior
to
the
close
of
business
on
the
business
day
immediately
preceding
February
1,
2022,
the
Notes
will
be
convertible
at
the
option
of
the
holders
thereofonly
under
the
following
circumstances:•during
any
calendar
quarter
commencing
after
the
calendar
quarter
ending
on
September
30,
2017
(and
only
during
such
calendar
quarter),
if
the
lastreported
sale
price
of
the
common
stock
for
at
least
20
trading
days
(whether
or
not
consecutive)
during
the
30
consecutive
trading
day
period
ending
on,and
including
the
last
trading
day
of
the
immediately
preceding
calendar
quarter
is
greater
than
or
equal
to
130%
of
the
conversion
price
on
eachapplicable
trading
day;•during
the
five
business
day
period
after
any
five
consecutive
trading
day
period
in
which,
for
each
trading
day
of
that
period,
the
trading
price
(as
definedin
the
Notes)
per
$1,000
principal
amount
of
Notes
for
such
trading
day
was
less
than
98%
of
the
product
of
the
last
reported
sale
price
of
the
CommonStock
and
the
conversion
rate
on
each
such
trading
day;
or•upon
the
occurrence
of
specified
corporate
events
including
but
not
limited
to
a
fundamental
change.Holders
of
the
Notes
became
entitled
to
convert
the
Notes
on
January
1,
2018,
and
will
continue
to
have
such
right
until
March
31,
2018,
based
on
the
lastreported
sales
price
of
our
common
stock,
for
at
least
20
trading
days
(whether
or
not
consecutive)
during
the
period
of
30
consecutive
trading
days
ending
onDecember
31,
2017,
being
greater
than
or
equal
to
130%
of
the
conversion
price
of
the
Notes
on
each
applicable
trading
day.On
or
after
February
1,
2022,
until
the
close
of
business
on
the
second
scheduled
trading
day
immediately
preceding
the
maturity
date
of
the
Notes,
holders
ofthe
Notes
may
convert
all
or
a
portion
of
their
Notes
regardless
of
the
foregoing
conditions.The
Company
may
not
redeem
the
Notes
prior
to
the
maturity
date
and
no
sinking
fund
is
provided
for
the
Notes.
Upon
the
occurrence
of
a
fundamentalchange
prior
to
the
maturity
date
of
the
Notes,
holders
of
the
Notes
may
require
the
Company
to
repurchase
all
or
a
portion
of
the
Notes
for
cash
at
a
price
equal
to100%
of
the
principal
amount
of
the
Notes
to
be
repurchased,
plus
any
accrued
and
unpaid
interest
to,
but
excluding,
the
fundamental
change
repurchase
date.If
the
market
price
per
share
of
the
Common
Stock,
as
measured
under
the
terms
of
the
Notes,
exceeds
the
conversion
price
of
the
Notes,
the
Notes
could
havea
dilutive
effect,
unless
the
Company
elects,
subject
to
certain
conditions,
to
settle
the
principal
amount
of
the
Notes
and
any
conversion
premium
in
cash.The
initial
measurement
of
convertible
debt
instruments
that
may
be
settled
in
cash
are
separated
into
a
debt
and
equity
component
whereby
the
debtcomponent
is
based
on
the
fair
value
of
a
similar
instrument
that
does
not
contain
an
equity
conversion
option.
The
separate
components
of
debt
and
equity
of
theCompany’s
Notes
were
determined
using
an
interest
rate
of
5.36%
,
which
reflects
the
nonconvertible
debt
borrowing
rate
of
the
Company
at
the
date
of
issuance.As
a
result,
the
initial
components
of
debt
and
equity
were
$238.4
million
and
$61.6
million
,
respectively.During
2017,
the
Company
recorded
interest
expense
on
the
Notes
of
$8.2
million
which
consisted
of
$1.1
million
associated
with
the
0.625%
coupon
rate,$6.4
million
associated
with
the
accretion
of
the
debt
discount,
and
$0.7
million
associated
with
the
amortization
of
the
debt
issuance
costs.
The
debt
discount
willbe
amortized
over
the
term
of
the
debt.79LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFinancing
costs
related
to
the
issuance
of
the
Notes
were
approximately
$9.3
million
of
which
$7.4
million
were
allocated
to
the
liability
component
and
arebeing
amortized
to
interest
expense
over
the
term
of
the
debt
and
$1.9
million
were
allocated
to
the
equity
component.As
of
December
31,
2017,
the
fair
value
of
the
Notes
is
estimated
to
be
approximately
$522.6
million
using
the
Level
1
observable
input
of
the
last
quotedmarket
price
on
December
29,
2017.A
summary
of
the
gross
carrying
amount,
unamortized
debt
cost,
debt
issuance
costs
and
net
carrying
value
of
the
liability
component
of
the
Notes
are
asfollows
(in thousands) : December 31, 2017
December 31, 2016Gross
carrying
amount$300,000
$—Unamortized
debt
discount55,202
—Debt
issuance
costs6,599
—Net carrying amount$238,199
$—Convertible Note Hedge and Warrant TransactionsOn
May
31,
2017,
in
connection
with
the
issuance
of
the
Notes,
the
Company
entered
into
Convertible
Note
Hedge
(the
“Hedge”)
and
Warrant
transactionswith
respect
to
the
Company’s
common
stock.
The
Company
used
approximately
$18.1
million
of
the
net
proceeds
from
the
Notes
to
pay
for
the
cost
of
the
Hedge,after
such
cost
was
partially
offset
by
the
proceeds
from
the
Warrant
transactions.On
May
31,
2017,
the
Company
paid
$61.5
million
to
the
counterparties
for
the
Hedge
transactions.
The
Hedge
transactions
cover
approximately
1.4
millionshares
of
the
Company’s
common
stock,
the
same
number
of
shares
initially
underlying
the
Notes,
and
are
exercisable
upon
any
conversion
of
the
Notes.
TheHedge
Transactions
are
expected
generally
to
reduce
the
potential
dilution
to
the
Common
Stock
upon
conversion
of
the
Notes
and/or
offset
any
cash
payments
theCompany
is
required
to
make
in
excess
of
the
principal
amount
of
the
converted
Notes,
as
the
case
may
be,
in
the
event
that
the
market
price
per
share
of
CommonStock,
as
measured
under
the
terms
of
the
Hedge
transactions,
is
greater
than
the
strike
price
of
the
Hedge
transactions,
which
initially
corresponds
to
the
initialconversion
price
of
the
Notes,
or
approximately
$207.63
per
share
of
Common
Stock.
The
Hedge
transactions
will
expire
upon
the
maturity
of
the
Notes.On
May
31,
2017,
the
Company
sold
to
the
counterparties,
warrants
(the
"Warrants")
to
acquire
1.4
million
shares
of
Common
Stock
at
an
initial
strike
priceof
$266.39
per
share,
which
represents
a
premium
of
70%
over
the
reported
sale
price
of
the
Common
Stock
of
$156.70
on
May
24,
2017.
On
May
31,
2017,
theCompany
received
aggregate
proceeds
of
approximately
$43.4
million
from
the
sale
of
the
Warrants.If
the
market
price
per
share
of
the
Common
Stock,
as
measured
under
the
terms
of
the
Warrants,
exceeds
the
strike
price
of
the
Warrants,
the
Warrants
couldhave
a
dilutive
effect,
unless
the
Company
elects,
subject
to
certain
conditions,
to
settle
the
Warrants
in
cash.The
Hedge
and
Warrant
transactions
are
indexed
to,
and
potentially
settled
in,
the
Company's
common
stock
and
the
net
cost
of
$18.1
million
has
beenrecorded
as
a
reduction
to
additional
paid-in
capital
in
the
consolidated
statement
of
shareholders’
equity.Senior Secured Revolving Credit FacilityOn
November
21,
2017,
the
Company's
wholly-owned
subsidiary,
LendingTree,
LLC,
entered
into
an
amended
and
restated
$250.0
million
five
-year
seniorsecured
revolving
credit
facility
which
matures
on
November
21,
2022
(the
“Revolving
Credit
Facility”).
The
Revolving
Credit
Facility
replaced
the
Company'sprevious
$125.0
million
revolving
credit
facility.
Borrowings
under
the
Revolving
Credit
Facility
can
be
used
to
finance
working
capital
needs,
capitalexpenditures
and
general
corporate
purposes,
including
to
finance
permitted
acquisitions.
As
of
December
31,
2017
,
the
Company
does
not
have
any
borrowingsoutstanding
under
the
Revolving
Credit
Facility.Up
to
$10.0
million
of
the
Revolving
Credit
Facility
will
be
available
for
short-term
loans,
referred
to
as
swingline
loans.
Additionally,
up
to
$10.0
million
ofthe
Revolving
Credit
Facility
will
be
available
for
the
issuance
of
letters
of
credit.
Under
certain
conditions,
the
Company
will
be
permitted
to
add
one
or
moreterm
loans
and/or
increase
revolving
commitments
under80LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSthe
Revolving
Credit
Facility
by
an
additional
$100.0
million
,
or
a
greater
amount
provided
that
a
total
consolidated
senior
secured
debt
to
EBITDA
ratio
does
notexceed
2.50
to
1.00.The
Company’s
borrowings
under
the
Revolving
Credit
Facility
bear
interest
at
annual
rates
that,
at
the
Company’s
option,
will
be
either:•a
base
rate
generally
defined
as
the
sum
of
(i)
the
greater
of
(a)
the
prime
rate
of
SunTrust
Bank,
(b)
the
federal
funds
effective
rate
plus
0.5%
and
(c)
theLIBO
rate
(defined
below)
on
a
daily
basis
applicable
for
an
interest
period
of
one
month
plus
1.0%
and
(ii)
an
applicable
percentage
of
0.25%
to
1.0%based
on
a
total
consolidated
debt
to
EBITDA
ratio;
or•a
LIBO
rate
generally
defined
as
the
sum
of
(i)
the
rate
for
Eurodollar
deposits
in
the
applicable
currency
and
(ii)
an
applicable
percentage
of
1.25%
to2.0%
based
on
a
total
consolidated
debt
to
EBITDA
ratio.All
swingline
loans
bear
interest
at
the
base
rate
defined
above.
Interest
on
the
Company’s
borrowings
are
payable
quarterly
in
arrears
for
base
rate
loans
andon
the
last
day
of
each
interest
rate
period
(but
not
less
often
than
three
months)
for
LIBO
rate
loans.The
Revolving
Credit
Facility
contains
a
restrictive
financial
covenant,
which
initially
limits
the
total
consolidated
debt
to
EBITDA
ratio
to
4.5
,
with
stepdowns
to
4.0
over
time,
except
that
this
may
increase
by
0.5
for
the
four
fiscal
quarters
following
a
material
acquisition.
In
addition,
the
Revolving
Credit
Facilitycontains
customary
affirmative
and
negative
covenants
in
addition
to
events
of
default
for
a
transaction
of
this
type
that,
among
other
things,
restrict
additionalindebtedness,
liens,
mergers
or
certain
fundamental
changes,
asset
dispositions,
dividends,
stock
repurchases
and
other
restricted
payments,
transactions
withaffiliates,
sale-leaseback
transactions,
hedging
transactions,
loans
and
investments
and
other
matters
customarily
restricted
in
such
agreements.
The
Company
wasin
compliance
with
all
covenants
at
December
31,
2017.The
Revolving
Credit
Facility
requires
LendingTree,
LLC
to
pledge
as
collateral,
subject
to
certain
customary
exclusions,
substantially
all
of
its
assets,including
100%
of
its
equity
in
all
of
its
domestic
subsidiaries
and
66%
of
the
voting
equity,
and
100%
of
the
non-voting
equity,
in
all
of
its
material
foreignsubsidiaries
(of
which
there
are
currently
none).
The
obligations
under
this
facility
are
unconditionally
guaranteed
on
a
senior
basis
by
LendingTree,
Inc.
andmaterial
domestic
subsidiaries
of
LendingTree,
LLC,
which
guaranties
are
secured
by
a
pledge
as
collateral,
subject
to
certain
customary
exclusions,
of
100%
ofeach
such
guarantor's
assets,
including
100%
of
each
such
guarantor’s
equity
in
all
of
its
domestic
subsidiaries
and
66%
of
the
voting
equity,
and
100%
of
the
non-voting
equity,
in
all
of
its
material
foreign
subsidiaries
(of
which
there
are
currently
none).The
Company
is
required
to
pay
an
unused
commitment
fee
quarterly
in
arrears
on
the
difference
between
committed
amounts
and
amounts
actually
borrowedunder
the
Revolving
Credit
Facility
equal
to
an
applicable
percentage
of
0.25%
to
0.45%
per
annum
based
on
a
total
consolidated
debt
to
EBITDA
ratio.
TheCompany
is
required
to
pay
a
letter
of
credit
participation
fee
and
a
letter
of
credit
fronting
fee
quarterly
in
arrears.
The
letter
of
credit
participation
fee
is
basedupon
the
aggregate
face
amount
of
outstanding
letters
of
credit
at
an
applicable
percentage
of
1.25%
to
2.0%
based
on
a
total
consolidated
debt
to
EBITDA
ratio.The
letter
of
credit
fronting
fee
is
0.125%
per
annum
on
the
face
amount
of
each
letter
of
credit.The
Company
recognized
$0.1
million
in
additional
interest
expense
in
the
fourth
quarter
of
2017
due
to
the
write-off
of
certain
unamortized
debt
issuancecosts
associated
with
the
original
revolving
credit
facility
entered
into
on
October
22,
2015.
In
addition
to
the
remaining
unamortized
debt
issuance
costs
associatedwith
the
original
revolving
credit
facility,
debt
issuance
costs
of
$1.4
million
related
to
the
Revolving
Credit
Facility
are
being
amortized
to
interest
expense
overthe
life
of
the
Revolving
Credit
Facility
of
five
years
,
and
are
included
in
prepaid
and
other
current
assets
and
other
non-current
assets
in
the
Company'sconsolidated
balance
sheet.NOTE 12 —COMMITMENTSOperating LeasesThe
Company
leases
office
space
used
in
connection
with
its
operations
under
various
operating
leases,
which
contain
escalation
clauses.
The
Company'soperating
leases
relate
to
its
office
space
in:
Charlotte,
North
Carolina;
Burlingame,
California;
Charleston,
South
Carolina;
New
York
City,
New
York;
andNorthbrook,
Illinois.81LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFuture
minimum
payments
as
of
December
31,
2017
under
operating
lease
agreements
having
an
initial
or
remaining
non-cancelable
lease
term
in
excess
ofone
year
are
as
follows
(in thousands) :Year ending December 31,
Amount2018
$1,7542019
1,8112020
1,3892021
632022
59Total
$5,076Rental
expense
for
all
operating
leases,
except
those
with
terms
of
a
month
or
less
that
were
not
renewed,
charged
to
continuing
operations
was
$2.0
million
,$1.6
million
and
$1.2
million
,
for
each
of
the
years
ended
December
31,
2017
,
2016
and
2015
,
respectively,
and
a
majority
of
which
is
included
in
general
andadministrative
expense
in
the
consolidated
statements
of
operations
and
comprehensive
income.BondsThe
Company
has
funding
commitments
that
could
potentially
require
performance
in
the
event
of
demands
by
third
parties
or
contingent
events,
as
follows(in thousands) : Commitments Due By Period Total
Less Than1 year
1-3 years
3-5 years
More Than5 yearsSurety
bonds
(a)$4,393
$4,368
$25
$—
$—Litigation
bonds
(b)140
140
—
—
—Total$4,533
$4,508
$25
$—
$—(a)
State
laws
and
regulations
generally
require
businesses
which
engage
in
mortgage
brokering
activity
to
maintain
a
mortgage
broker
or
similar
license.Mortgage
brokering
activity
is
generally
defined
to
include,
among
other
things,
receiving
valuable
consideration
for
offering
assistance
to
a
buyer
inobtaining
a
residential
mortgage
or
soliciting
financial
and
mortgage
information
from
the
public
and
providing
that
information
to
an
originator
ofresidential
mortgage
loans.
All
states
require
that
the
Company
maintain
surety
bonds
for
potential
claims.(b)
Bonds
required
for
certain
legal
matters.Other CommitmentsThe
Company
has
certain
other
commitments
through
2020,
where
the
commitments
for
these
contracts
range
from
$2.8
million
to
$4.3
million
each
yearthroughout
the
life
of
the
contract.NOTE 13 —CONTINGENCIESOverviewLendingTree
is
involved
in
legal
proceedings
on
an
ongoing
basis.
In
assessing
the
materiality
of
a
legal
proceeding,
the
Company
evaluates,
among
otherfactors,
the
amount
of
monetary
damages
claimed,
as
well
as
the
potential
impact
of
non-monetary
remedies
sought
by
plaintiffs
(e.g.,
injunctive
relief)
that
mayrequire
it
to
change
its
business
practices
in
a
manner
that
could
have
a
material
and
adverse
impact
on
the
business.
With
respect
to
the
matters
disclosed
in
thisNote

13
,
unless
otherwise
indicated,
the
Company
is
unable
to
estimate
the
possible
loss
or
range
of
losses
that
could
potentially
result
from
the
application
ofsuch
non-monetary
remedies.As
of
December
31,
2017
and
2016
,
the
Company
had
a
litigation
settlement
accrual
of
$0.3
million
and
$0.7
million
,
respectively,
in
continuing
operationsand
$4.0
million
and
$4.0
million
,
respectively,
in
discontinued
operations.
The
litigation
settlement
accrual
relates
to
litigation
matters
that
were
either
settled
or
afirm
offer
for
settlement
was
extended,
thereby
establishing
an
accrual
amount
that
is
both
probable
and
reasonably
estimable.82LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSSpecific MattersIntellectual Property LitigationZillowLendingTree v. Zillow, Inc., et al. Civil Action No. 3:10-cv-439 .
On
September
8,
2010,
the
Company
filed
an
action
for
patent
infringement
in
the
U.S.District
Court
for
the
Western
District
of
North
Carolina
against
Zillow,
Inc.,
Nextag,
Inc.,
Quinstreet,
Inc.,
Quinstreet
Media,
Inc.
and
Adchemy,
Inc.
Thecomplaint
was
amended
to
include
Leadpoint,
Inc.
d/b/a
Securerights
on
September
24,
2010.
The
complaint
alleged
that
each
of
the
defendants
infringed
one
orboth
of
the
Company's
patents—U.S.
Patent
No.
6,385,594,
entitled
"Method
and
Computer
Network
for
Co-Ordinating
a
Loan
over
the
Internet,"
and
U.S.
PatentNo.
6,611,816,
entitled
"Method
and
Computer
Network
for
Co-Ordinating
a
Loan
over
the
Internet."
The
defendants
in
this
action
asserted
various
defenses
andcounterclaims
against
the
Company,
including
the
assertion
by
certain
of
the
defendants
of
counterclaims
alleging
illegal
monopolization
via
the
Company'smaintenance
of
the
asserted
patents.
Defendant
NexTag
asserted
defenses
of
laches
and
equitable
estoppel.
In
July
2011,
the
Company
reached
a
settlementagreement
with
Leadpoint,
Inc.,
pursuant
to
which
all
claims
against
Leadpoint,
Inc.
and
all
counterclaims
against
the
Company
by
Leadpoint,
Inc.
were
dismissed.In
November
2012,
the
Company
reached
a
settlement
agreement
with
Quinstreet,
Inc.
and
Quinstreet
Media,
Inc.
(collectively,
the
"Quinstreet
Parties"),
pursuantto
which
all
claims
against
the
Quinstreet
Parties
and
all
counterclaims
against
the
Company
by
the
Quinstreet
Parties
were
dismissed.
After
an
unsuccessfulattempt
to
reach
settlement
through
mediation
with
the
remaining
parties,
this
matter
went
to
trial
beginning
in
February
2014,
and
on
March
12,
2014,
the
juryreturned
a
verdict.
The
jury
found
that
the
defendants
Zillow,
Inc.,
Adchemy,
Inc.,
and
NexTag,
Inc.
did
not
infringe
the
two
patents
referenced
above
anddetermined
that
those
patents
are
invalid
due
to
an
inventorship
defect,
and
the
court
found
that
NexTag
was
entitled
to
defenses
of
laches
and
equitable
estoppel.The
jury
found
in
the
Company’s
favor
on
the
defendants'
counterclaims
alleging
inequitable
conduct
and
antitrust
violations.
Judgment
was
entered
on
March
31,2014.
After
the
court
entered
judgment,
on
May
27,
2014,
the
Company
reached
a
settlement
agreement
with
defendant
Adchemy,
Inc.,
including
an
agreement
todismiss
and
withdraw
all
claims,
counterclaims,
and
motions
between
the
Company
and
Adchemy,
Inc.
As
a
result,
a
joint
and
voluntary
dismissal
was
filed
June12,
2014
with
respect
to
claims
between
the
Company
and
Adchemy.
The
parties
filed
various
post-trial
motions;
in
particular,
defendants
collectively
sought
up
to$9.7
million
in
fees
and
costs.
On
October
9,
2014,
the
court
denied
the
Company's
post-trial
motion
for
judgment
as
a
matter
of
law
and
denied
Zillow's
post-trialmotions
for
sanctions
and
attorneys'
fees.
The
court
also
denied
in
part
and
granted
in
part
NexTag's
post-trial
motion
for
attorneys'
fees,
awarding
NexTag
aportion
of
its
attorneys'
fees
and
costs
totaling
$2.3
million
,
plus
interest.In
November
2014,
the
Company
filed
a
notice
of
appeal
to
the
U.S.
Court
of
Appeals
for
the
Federal
Circuit
with
respect
to
the
jury
verdict
concerningZillow,
Inc.
and
Nextag,
Inc.
and
the
award
of
attorneys'
fees.
In
March
2015,
the
U.S.
Court
of
Appeals
for
the
Federal
Circuit
granted
the
Company's
motion
tostay
appellate
briefing
pending
an
en banc review
by
such
court
of
the
laches
defense
in
an
unrelated
patent
infringement
matter
and
ruled
in
favor
of
Zillow,
Inc.on
an
immaterial
amount
of
costs
related
to
the
trial
process.
In
June
2015,
the
Company
reached
a
settlement
agreement
for
$1.1
million
with
defendant
NexTagpursuant
to
which
the
Company
dismissed
its
appeal
of
the
jury
verdict
and
the
award
of
attorney's
fees
concerning
NexTag,
and
NexTag
dismissed
its
cross-appeal
and
claims
relating
to
the
jury
verdict
and
the
award
of
attorneys'
fees.
In
July
2015,
the
stay
was
lifted
on
the
Company's
appeal
with
respect
to
the
juryverdict
concerning
Zillow,
Inc.
The
appeal
was
heard
by
the
U.S.
Court
of
Appeals
for
the
Federal
Circuit
in
June
2016,
and
in
July
2016
the
Court
determined
thatcertain
of
the
claims
of
the
two
patents
referenced
above
were
directed
to
ineligible
subject
matter
and
thus
such
claims
were
invalid
under
35
U.S.C.
Section
101.With
respect
to
the
remaining
claims
that
the
Court
did
not
hold
were
ineligible,
the
Court
granted
a
remand
to
the
federal
district
court
to
allow
LendingTree
tofile
a
motion
to
vacate
the
judgment
of
invalidity
for
incorrect
inventorship.In
June
2017,
the
Federal
District
Court
vacated
the
invalidity
judgment
arising
from
the
March
2014
jury
verdict.
As
a
result,
certain
claims
of
the
Company'stwo
issued
patents
remain
valid.
The
case
is
now
closed
and
the
Company
expects
no
further
significant
events
regarding
this
litigation.Legal MattersNext
Advisor
Continued,
Inc.Next Advisor Continued, Inc. v. LendingTree, Inc. and LendingTree, LLC, No. 15-cvs-20775 (N.C. Super. Ct.). On
November
6,
2015,
the
plaintiff
filed
thisaction
against
LendingTree,
Inc.
and
LendingTree,
LLC
(together
“LendingTree”).
The
plaintiff
generally
alleges
that
LendingTree
breached
a
non-disclosureagreement
and
misappropriated
trade
secrets
in
the
context
of
a
potential
business
acquisition
of
the
plaintiff
by
LendingTree.
Based
upon
these
allegations,
theplaintiff
asserts
claims
for
breach
of
contract,
misappropriation
of
trade
secrets,
and
violation
of
the
North
Carolina
Unfair
and
Deceptive
Trade
Practices
Act.
Theplaintiff
requested
money
damages,
attorneys’
fees
and
injunctive
relief.83LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSOn
December
16,
2015,
LendingTree
filed
its
answer
to
the
plaintiff's
complaint,
denying
the
material
allegations
and
asserting
numerous
defenses
thereto.
InJune
2016,
the
Court
granted
plaintiff's
motion
for
preliminary
injunction
and
temporarily
ordered,
pending
trial,
that
LendingTree
cease
any
utilization
ofconfidential
and
trade
secret
information
of
plaintiff
and
cease
marketing
credit
card
products
via
certain
third
party
content
marketing
platforms.
However,LendingTree
continued
to
believe
that
the
plaintiff's
allegations
lacked
merit
and
vigorously
defended
the
case.
In
July
2016,
LendingTree
filed
a
notice
ofinterlocutory
appeal
to
the
North
Carolina
Supreme
Court
with
respect
to
the
preliminary
injunction,
but
the
interlocutory
appeal
was
dismissed
in
December
2016.In
February
2017,
LendingTree
filed
a
motion
for
partial
summary
judgment.
In
June
2017,
the
court
granted
LendingTree's
motion
for
partial
summary
judgment,restricting
the
duration
of
any
injunction
and
ruling
that
the
plaintiff
is
not
entitled
to
recover
compensatory
damages
on
any
of
its
claims.
On
September
14,
2017,LendingTree
and
the
plaintiff
finalized
a
settlement
agreement
pursuant
to
which
(i)
LendingTree
defrayed
a
portion
of
plaintiff’s
litigation
costs,
and
(ii)
theparties
agreed
that
the
injunction
would
be
of
no
further
effect
as
of
January
3,
2018.
The
Court’s
order
approving
the
settlement
was
a
final
judgment
and
thismatter
is
now
closed.Litigation Related to Discontinued OperationsResidential
Funding
CompanyResidential Funding Company, LLC v Home Loan Center, Inc., No. 13-cv-3451 (U.S. Dist. Ct., Minn.). On
or
about
December
16,
2013,
Home
Loan
Center,Inc.
was
served
in
the
above
captioned
matter.
Generally,
Residential
Funding
Company,
LLC
("RFC")
seeks
damages
for
breach
of
contract
and
indemnificationfor
certain
residential
mortgage
loans
as
well
as
residential
mortgage-backed
securitizations
("RMBS")
containing
mortgage
loans.
RFC
asserts
that,
beginning
in2008,
RFC
faced
massive
repurchase
demands
and
lawsuits
from
purchasers
or
insurers
of
the
loans
and
RMBS
that
RFC
had
sold.
RFC
filed
for
bankruptcyprotection
in
May
2012.
Plaintiff
alleges
that,
after
RFC
filed
for
Chapter
11
protection,
hundreds
of
proofs
of
claim
were
filed,
many
of
which
mirrored
thelitigation
filed
against
RFC
prior
to
its
bankruptcy.In
December
2013,
the
United
States
Bankruptcy
Court
for
the
Southern
District
of
New
York
entered
an
Order
confirming
the
Second
Amended
JointChapter
11
Plan
Proposed
by
Residential
Capital,
LLC
et
al.
and
the
Official
Committee
of
Unsecured
Creditors.
Plaintiff
then
began
filing
substantially
similarcomplaints
against
approximately
80
of
the
loan
originators
from
whom
RFC
had
purchased
loans,
including
Home
Loan
Center,
in
federal
and
state
courts
inMinnesota
and
New
York.
In
each
case,
Plaintiff
claims
that
the
defendant
is
liable
for
a
portion
of
the
global
settlement
in
RFC’s
bankruptcy.Plaintiff
asserts
two
claims
against
HLC:
(1)
breach
of
contract
based
on
HLC’s
alleged
breach
of
representations
and
warranties
concerning
the
quality
andcharacteristics
of
the
mortgage
loans
it
sold
to
RFC
(Count
One);
and
(2)
contractual
indemnification
for
alleged
liabilities,
losses,
and
damages
incurred
by
RFCarising
out
of
purported
defects
in
loans
that
RFC
purchased
from
HSBC
and
sold
to
third
parties
(Count
Two).
Plaintiff
alleges
that
the
“types
of
defects”contained
in
the
loans
it
purchased
from
HLC
included
“income
misrepresentation,
employment
misrepresentation,
appraisal
misrepresentations
or
inaccuracies,undisclosed
debt,
and
missing
or
inaccurate
documents.”HLC
filed
a
Motion
to
Dismiss
under
Rule
12(b)(6)
of
the
Federal
Rules
of
Civil
Procedure
or,
in
the
alternative,
a
Motion
for
More
Definite
Statement
underRule
12(e).
On
June
25,
2015
the
judge
denied
HLC's
motion.On
July
9,
2015,
HLC
filed
its
answer
to
RFC’s
complaint,
denying
the
material
allegations
of
the
complaint
and
asserting
numerous
defenses
thereto.Discovery
is
ongoing
in
this
matter.
Plaintiff
is
seeking
damages
of
$61.0
million
in
this
action;
HLC
intends
to
vigorously
defend
this
action.
An
estimatedliability
of
$3.0
million
for
this
matter
is
included
in
the
accompanying
consolidated
balance
sheet
as
of
December
31,
2017.Lehman
Brothers
Holdings,
Inc.Lehman Brothers Holdings Inc. v. 1 st Advantage Mortgage, LLC et al., Case No. 08-13555 (SCC), Adversary Proceeding No. 16-01342 (SCC) (Bankr.S.D.N.Y.). 
In
February
2016,
Lehman
Brothers
Holdings
Inc.
(“LBHI”)
filed
an
Adversary
Complaint
against
Home
Loan
Center
and
approximately
149
otherdefendants
(the
“Complaint”).
The
Complaint
generally
seeks
(1)
a
declaratory
judgment
that
the
settlements
entered
by
LBHI
with
Fannie
Mae
and
Freddie
Macas
part
of
LBHI’s
bankruptcy
proceedings
gave
rise
to
LBHI’s
contractual
indemnification
claims
against
defendants
alleged
in
the
Complaint;
(2)
indemnificationfrom
HLC
and
the
other
defendants
for
losses
allegedly
incurred
by
LBHI
in
respect
of
defective
mortgage
loans
sold
by
defendants
to
LBHI
or
its
affiliates;
and(3)
interest,
attorneys’
fees
and
costs
incurred
by
LBHI
in
the
litigation.
On
March
31,
2017,
HLC
filed
an
omnibus
motion
to
dismiss
with
other
defendants.
HLCintends
to
defend
this
action
vigorously.
HLC
had
previously
received
a
demand
letter
(the
“Letter”)
from
LBHI
in
December
2014
with
respect
to
64
loans
(the“Loans”)
that
LBHI
alleges
were
sold
by
HLC
to
Lehman
Brothers
Bank
FSB
(“LBB”)
between
2004
and
2008
pursuant
to
a
loan
purchase
agreement
(the
“LPA”)between
HLC
and
LBB.
The
Letter
generally
sought
indemnification
from
HLC
in
accordance
with
the
LPA
for
certain84LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSclaims
that
LBHI
alleged
it
allowed
in
its
bankruptcy
with
respect
to
the
Loans.
An
estimated
liability
of
$1.0
million
for
this
matter
is
included
in
theaccompanying
consolidated
balance
sheet
as
of
December
31,
2017
.NOTE 14—FAIR VALUE MEASUREMENTSOther
than
the
Notes
and
the
Warrants,
the
carrying
amounts
of
the
Company's
financial
instruments
are
equal
to
fair
value
at
December
31,
2017.
See Note
11—Debt
for
additional
information
on
the
Notes
and
the
Warrants.Contingent
consideration
payments
related
to
acquisitions
are
measured
at
fair
value
each
reporting
period
using
Level
3
unobservable
inputs.
The
changes
inthe
fair
value
of
the
Company's
Level
3
liabilities
during
the
years
ended
December
31,
2017
and
2016
are
as
follows
(in thousands) : Contingent ConsiderationBalance at December 31, 2015$—Transfers
into
Level
3—Transfers
out
of
Level
3—Total
net
(gains)
losses
included
in
earnings
(realized
and
unrealized)—Purchases,
sales
and
settlements:Additions23,100Payments—Balance at December 31, 2016$23,100Transfers
into
Level
3—Transfers
out
of
Level
3—Total
net
(gains)
losses
included
in
earnings
(realized
and
unrealized)23,931Purchases,
sales
and
settlements:
Additions11,318Payments(1,000)Balance at December 31, 2017$57,349The
contingent
consideration
liability
at
December
31,
2017
is
the
estimated
fair
value
of
the
earnout
payments
of
the
CompareCards,
DepositAccounts
andSnapCap
acquisitions.
The
contingent
consideration
liability
at
December
31,
2016
was
the
estimated
fair
value
of
the
earnout
payments
of
the
CompareCardsacquisition.
The
Company
will
make
earnout
payments
ranging
from
$22.5
million
to
$45.0
million
based
on
the
achievement
of
certain
defined
earnings
targetsfor
CompareCards,
payments
ranging
from
$1.0
million
to
$8.0
million
based
on
the
achievement
of
defined
milestone
and
performance
targets
forDepositAccounts,
and
payments
ranging
from
zero
to
$9.0
million
based
on
the
achievement
of
certain
defined
earnings
targets
for
SnapCap.
See Note
6
—Business
Acquisitions
for
additional
information
on
the
contingent
consideration
for
each
of
these
respective
acquisitions.
The
significant
unobservable
inputs
usedto
calculate
the
fair
value
of
the
contingent
consideration
are
estimated
future
cash
flows
for
the
acquisitions,
estimated
date
and
likelihood
of
an
increase
ininterest
rates
and
the
discount
rate.
Actual
results
will
differ
from
the
projected
results
and
could
have
a
significant
impact
on
the
estimated
fair
value
of
thecontingent
considerations.
Additionally,
as
the
liability
is
stated
at
present
value,
the
passage
of
time
alone
will
increase
the
estimated
fair
value
of
the
liabilityeach
reporting
period.
Any
changes
in
fair
value
will
be
recorded
in
operating
income
in
the
consolidated
statements
of
operations
and
comprehensive
income.NOTE 15—RELATED PARTY TRANSACTIONSOne
of
the
Company's
board
of
directors
also
serves
as
a
director
to
a
marketing
partner
of
the
Company.
During
2017,
2016
and
2015,
the
Companyrecognized
$1.2
million
,
$1.3
million
and
$0.7
million
,
respectively,
of
expenses
for
this
marketing
partner
through
the
normal
course
of
business.In
the
fourth
quarter
of
2017,
the
Company's
Board
of
Directors
approved
a
$10.0
million
contribution
to
fund
the
newly
formed
LendingTree
Foundation.Officers
of
the
Company
serve
as
officers
of
the
LendingTree
Foundation.
The
contribution
is
recorded
in
general
and
administrative
expense
on
the
consolidatedstatement
of
operations
and
comprehensive
income.85LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 16—BENEFIT PLANSThe
Company
operates
a
retirement
savings
plan
for
its
employees
in
the
United
States
that
is
qualified
under
Section
401(k)
of
the
Internal
Revenue
Code.Employees
are
eligible
to
enroll
in
the
plan
upon
date
of
hire.
Participating
employees
may
contribute
up
to
50%
of
their
pre-tax
earnings,
but
not
more
thanstatutory
limits
(generally
$18,000
for
2015
through
2017
).
The
company
match
contribution
is
fifty
cents
for
each
dollar
a
participant
contributes
to
the
plan,
witha
maximum
contribution
of
6%
of
a
participant's
eligible
earnings.
Matching
contributions
are
invested
in
the
same
manner
as
each
participant's
voluntarycontributions
in
the
investment
options
provided
under
the
plan.
LendingTree
stock
is
not
included
in
the
available
investment
options
or
the
plan
assets.
Fundscontributed
to
the
plan
vest
according
to
the
participant's
years
of
service,
with
less
than
three
years
of
service
vesting
at
0%
,
and
three
years
or
more
of
servicevesting
at
100%
.
Matching
contributions
were
approximately
$0.9
million
,
$0.7
million
and
$0.5
million
for
the
years
ended
December
31,
2017
,
2016
and
2015,
respectively.NOTE 17 —DISCONTINUED OPERATIONSThe
revenue
and
net
loss
reported
as
discontinued
operations
in
the
accompanying
consolidated
statements
of
operations
and
comprehensive
income
are
asfollows
(in thousands) : Year Ended December 31, 2017
2016
2015Revenue$(750)
$1,325
$6





Loss
before
income
taxes$(5,909)
$(5,728)
$(5,047)Income
tax
benefit2,069
2,014
1,778Net loss$(3,840)
$(3,714)
$(3,269)In
2017,
2016
and
2015,
loss
from
discontinued
operations
was
primarily
due
to
litigation
settlements
and
contingencies
and
legal
fees
associated
withongoing
legal
proceedings.LendingTree LoansOn
June
6,
2012,
the
Company
sold
substantially
all
of
the
operating
assets
of
its
LendingTree
Loans
business
for
$55.9
million
in
cash
to
a
wholly-ownedsubsidiary
of
Discover
Financial
Services
("Discover").Discover
generally
did
not
assume
liabilities
of
the
LendingTree
Loans
business
that
arose
before
the
closing
date,
except
for
certain
liabilities
directly
relatedto
assets
Discover
acquired.
Of
the
purchase
price
paid,
as
of
December
31,
2017,
$4.0
million
is
being
held
in
escrow
in
accordance
with
the
agreement
withDiscover
for
certain
loan
loss
obligations
that
remain
with
the
Company
following
the
sale.
The
escrowed
amount
is
recorded
as
restricted
cash
at
December
31,2017.Discover
participated
as
a
marketplace
lender
from
closing
of
the
transaction
through
July
2015.Significant Assets and Liabilities of LendingTree LoansUpon
closing
of
the
sale
of
substantially
all
of
the
operating
assets
of
the
LendingTree
Loans
business
on
June
6,
2012,
LendingTree
Loans
ceased
to
originateconsumer
loans.
Liability
for
losses
on
previously
sold
loans
will
remain
with
LendingTree
Loans
and
are
discussed
below.Loan
Loss
ObligationsLendingTree
Loans
sold
loans
it
originated
to
investors
on
a
servicing-released
basis,
so
the
risk
of
loss
or
default
by
the
borrower
was
generally
transferred
tothe
investor.
However,
LendingTree
Loans
was
required
by
these
investors
to
make
certain
representations
and
warranties
relating
to
credit
information,
loandocumentation
and
collateral.
These
representations
and
warranties
may
extend
through
the
contractual
life
of
the
loan.
Subsequent
to
the
loan
sale,
if
underwritingdeficiencies,
borrower
fraud
or
documentation
defects
are
discovered
in
individual
loans,
LendingTree
Loans
may
be
obligated
to
repurchase
the
respective
loan
orindemnify
the
investors
for
any
losses
from
borrower
defaults
if
such
deficiency
or
defect
cannot
be
cured
within
the
specified
period
following
discovery.86LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSHLC,
a
subsidiary
of
the
Company,
continues
to
be
liable
for
these
indemnification
obligations,
repurchase
obligations
and
premium
repayment
obligationsfollowing
the
sale
of
substantially
all
of
the
operating
assets
of
its
LendingTree
Loans
business
in
the
second
quarter
of
2012.The
following
table
represents
the
aggregate
loans
sold,
subsequent
settlements
and
remaining
unsettled
loans
as
of
December
31,
2017: Number of Loans
Original Issue Balance (in thousands)
(in billions)Loans
sold
by
HLC234
$38.9Subsequent
settlements(172)
(28.8)Remaining unsettled loans62
$10.1During
the
fourth
quarter
of
2015,
LendingTree
Loans
completed
a
settlement
agreement
for
$0.6
million
with
one
of
the
investors
to
which
it
had
sold
loans.This
investor
accounted
for
approximately
10%
of
the
total
number
of
loans
sold
and
12%
of
the
original
issue
balance.
This
settlement
related
to
all
existing
andfuture
losses
on
loans
sold
to
this
investor.During
the
fourth
quarter
of
2014,
LendingTree
Loans
completed
a
settlement
agreement
for
$5.4
million
with
the
largest
investor
to
which
it
had
sold
loans.This
investor
accounted
for
approximately
40%
of
both
the
total
number
of
loans
sold
and
the
original
issue
balance.
This
settlement
related
to
all
existing
andfuture
losses
on
loans
sold
to
this
investor.In
the
second
quarter
of
2014,
LendingTree
Loans
completed
settlements
with
two
buyers
of
previously
purchased
loans.The
Company
has
been
negotiating
with
certain
of
the
remaining
secondary
market
purchasers
to
settle
any
existing
and
future
contingent
liabilities,
but
itmay
not
be
able
to
complete
such
negotiations
on
acceptable
terms,
or
at
all.
Because
LendingTree
Loans
does
not
service
the
loans
it
sold,
it
does
not
maintain
norgenerally
have
access
to
the
current
balances
and
loan
performance
data
with
respect
to
the
individual
loans
previously
sold
to
investors.
Accordingly,
LendingTreeLoans
is
unable
to
determine,
with
precision,
its
maximum
exposure
for
breaches
of
the
representations
and
warranties
it
made
to
the
investors
that
purchased
suchloans.The
Company
uses
a
settlement
discount
framework
for
evaluating
the
adequacy
of
the
reserve
for
loan
losses.
This
model
estimates
lifetime
losses
on
thepopulation
of
remaining
loans
originated
and
sold
by
LendingTree
Loans
using
actual
defaults
for
loans
with
similar
characteristics
and
projected
future
defaults.
Italso
considers
the
likelihood
of
claims
expected
due
to
alleged
breaches
of
representations
and
warranties
made
by
LendingTree
Loans
and
the
percentage
of
thoseclaims
investors
estimate
LendingTree
Loans
may
agree
to
repurchase.
A
settlement
discount
factor
is
then
applied
to
the
result
of
the
foregoing
to
reflect
publicly-announced
bulk
settlements
for
similar
loan
types
and
vintages,
the
Company's
own
settlement
experience,
as
well
as
LendingTree
Loans'
non-operating
status,
inorder
to
estimate
a
range
of
potential
obligation.The
estimated
range
of
remaining
loan
losses
using
this
settlement
discount
framework
was
determined
to
be
$4.3
million
to
$7.8
million
at
December
31,2017
.
The
reserve
balance
recorded
as
of
December
31,
2017
was
$7.6
million
.
Management
has
considered
both
objective
and
subjective
factors
in
theestimation
process,
but
given
current
general
industry
trends
in
mortgage
loans
as
well
as
housing
prices
and
market
expectations,
actual
losses
related
toLendingTree
Loans'
obligations
could
vary
significantly
from
the
obligation
recorded
as
of
the
balance
sheet
date
or
the
range
estimated
above.Additionally,
LendingTree
has
guaranteed
certain
loans
sold
to
two
investors
in
the
event
that
LendingTree
Loans
is
unable
to
satisfy
its
repurchase
andwarranty
obligations
related
to
such
loans.Based
on
historical
experience,
it
is
anticipated
that
LendingTree
Loans
will
continue
to
receive
repurchase
requests
and
incur
losses
on
loans
sold
in
prioryears.The
activity
related
to
loss
reserves
on
previously
sold
loans
is
as
follows
(in thousands) : Year Ended December 31, 2017
2016
2015Loan loss reserve, beginning of period$6,804
$8,127
$8,750Provision
adjustments
(a)750
(1,323)
—Charge-offs
to
reserves—
—
(623)Loan loss reserve, end of period$7,554
$6,804
$8,12787LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(a)During
2016,
the
Company
adjusted
the
loan
loss
reserve
by
$1.8
million
to
remove
the
estimated
liability
for
loans
sold
to
RFC.
The
Company
is
inlitigation
with
RFC
and
reserved
the
loss
for
this
litigation
in
the
legal
reserve.
See Note
13
—Contingencies
for
additional
information
about
the
RFClitigation.The
liability
for
losses
on
previously
sold
loans
is
presented
as
current
liabilities
of
discontinued
operations
in
the
accompanying
consolidated
balance
sheetsas
of
December
31,
2017
and
2016
.NOTE 18 —SEGMENT INFORMATIONThe
Company
has
one
reportable
segment.Mortgage
and
non-mortgage
product
revenue
is
as
follows
(in thousands) : Year Ended December 31, 2017
2016
2015Mortgage
products$275,910
$219,991
$165,272Non-mortgage
products341,826
164,411
88,944Total revenue$617,736
$384,402
$254,216NOTE 19—QUARTERLY FINANCIAL INFORMATION (UNAUDITED)The
following
tables
set
forth
summary
financial
information
for
the
years
ended
December
31,
2017
and
2016: Q1
Q2
Q3
Q4
(in thousands, except per share amounts)2017






Revenue$132,515
$152,773
$171,494
$160,954Operating
income
(expense)
(1)6,884
8,969
17,455
(175)Income
(loss)
from
continuing
operations
(1)
(2)7,798
8,007
10,131
(6,518)Loss
from
discontinued
operations(932)
(689)
(1,011)
(1,208)Net
income
(loss)
and
comprehensive
income
(loss)$6,866
$7,318
$9,120
$(7,726)Income
(loss)
per
share
from
continuing
operations:






Basic$0.66
$0.67
$0.84
$(0.54)Diluted$0.58
$0.59
$0.74
$(0.54)Loss
per
share
from
discontinued
operations:






Basic$(0.08)
$(0.06)
$(0.08)
$(0.10)Diluted$(0.07)
$(0.05)
$(0.07)
$(0.10)Net
income
(loss)
per
share:






Basic$0.58
$0.61
$0.76
$(0.64)Diluted$0.51
$0.54
$0.66
$(0.64)(1)In
the
fourth
quarter
of
2017,
the
Company's
Board
of
Directors
approved
a
$10.0
million
contribution
to
fund
the
newly
formed
LendingTree
Foundation.The
contribution
is
recorded
in
general
and
administrative
expense
on
the
consolidated
statement
of
operations
and
comprehensive
income.(2)During
the
fourth
quarter
of
2017,
the
Company
recorded
a
net
tax
expense
of
$9.1
million
related
to
the
enactment
of
the
TCJA.
See Note

10
—IncomeTaxes
for
additional
information.88LENDINGTREE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS Q1
Q2
Q3
Q4
(in thousands, except per share amounts)2016






Revenue$94,713
$94,290
$94,558
$100,841Operating
income11,845
12,715
14,150
13,402Income
from
continuing
operations6,905
9,002
7,280
8,021Loss
from
discontinued
operations(1,203)
(1,150)
(664)
(697)Net
income
and
comprehensive
income$5,702
$7,852
$6,616
$7,324Income
per
share
from
continuing
operations:






Basic$0.58
$0.76
$0.62
$0.68Diluted$0.54
$0.71
$0.57
$0.63Loss
per
share
from
discontinued
operations:






Basic$(0.10)
$(0.10)
$(0.06)
$(0.06)Diluted$(0.09)
$(0.09)
$(0.05)
$(0.05)Net
income
per
share:






Basic$0.48
$0.67
$0.56
$0.62Diluted$0.44
$0.62
$0.52
$0.5789Table of ContentsITEM 9.   Changes
in
and
Disagreements
With
Accountants
on
Accounting
and
Financial
DisclosureNot
applicable.ITEM 9A.   Controls
and
ProceduresEvaluation of Disclosure Controls and ProceduresAs
required
by
Rule
13a-15(b)
of
the
Securities
Exchange
Act
of
1934
(the
"Exchange
Act"),
management,
with
the
participation
of
our
principal
executiveofficer
(Chief
Executive
Officer)
and
our
principal
financial
officer
(Chief
Financial
Officer),
evaluated,
as
of
the
end
of
the
period
covered
by
this
report,
theeffectiveness
of
our
disclosure
controls
and
procedures
as
defined
in
Exchange
Act
Rule
13a-15(e).
Management
necessarily
applied
its
judgment
in
assessing
thecosts
and
benefits
of
such
controls
and
procedures,
which
by
their
nature
can
provide
only
reasonable
assurance
regarding
management's
control
objectives.Management
does
not
expect
that
our
disclosure
controls
and
procedures
will
prevent
or
detect
all
errors
and
fraud.
A
control
system,
irrespective
of
how
well
it
isdesigned
and
operated,
can
only
provide
reasonable
assurance
and
cannot
guarantee
that
it
will
succeed
in
its
stated
objectives.Based
upon
that
evaluation,
our
Chief
Executive
Officer
and
Chief
Financial
Officer
concluded
that,
as
of
December
31,
2017
,
our
disclosure
controls
andprocedures
were
effective
to
provide
reasonable
assurance
that
the
information
required
to
be
disclosed
by
us
in
the
reports
we
file
or
submit
under
the
ExchangeAct
is
recorded,
processed,
summarized
and
reported
within
the
time
periods
specified
in
the
SEC's
rules
and
forms,
and
that
such
information
is
accumulated
andcommunicated
to
our
management,
including
our
Chief
Executive
Officer
and
Chief
Financial
Officer,
as
appropriate
to
allow
timely
decisions
regarding
requireddisclosure.Management's Report on Internal Control over Financial ReportingManagement
is
responsible
for
establishing
and
maintaining
adequate
internal
control
over
financial
reporting,
as
defined
in
Rule
13a-15(f)
under
theExchange
Act.
Our
internal
control
over
financial
reporting
is
a
process
designed
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reportingand
the
preparation
of
financial
statements
for
external
purposes
in
accordance
with
GAAP.
Our
internal
control
over
financial
reporting
includes
those
policiesand
procedures
that:
(1)
pertain
to
the
maintenance
of
records
that
in
reasonable
detail
accurately
and
fairly
reflect
our
transactions
and
dispositions
of
our
assets;(2)
provide
reasonable
assurance
that
transactions
are
recorded
as
necessary
to
permit
preparation
of
financial
statements
in
accordance
with
GAAP
and
that
ourreceipts
and
expenditures
are
being
made
only
in
accordance
with
authorizations
of
our
management
and
our
directors;
and
(3)
provide
reasonable
assuranceregarding
prevention
or
timely
detection
of
unauthorized
acquisition,
use
or
disposition
of
our
assets
that
could
have
a
material
effect
on
the
financial
statements.Because
of
its
inherent
limitations,
internal
control
over
financial
reporting
may
not
prevent
or
detect
misstatements.
Also,
projections
of
any
evaluation
ofeffectiveness
to
future
periods
are
subject
to
the
risk
that
controls
may
become
inadequate
because
of
changes
in
conditions,
or
that
the
degree
of
compliance
withthe
policies
or
procedures
may
deteriorate.Management,
with
the
participation
of
our
Chief
Executive
Officer
and
Chief
Financial
Officer,
assessed
the
effectiveness
of
our
internal
control
overfinancial
reporting
as
of
December
31,
2017
.
In
making
this
assessment,
our
management
used
the
criteria
for
effective
internal
control
over
financial
reportingdescribed
in
"Internal
Control-Integrated
Framework"
(2013)
issued
by
the
Committee
of
Sponsoring
Organizations
of
the
Treadway
Commission
("COSO").Based
on
our
evaluation
under
the
framework
in
the
Internal
Control-Integrated
Framework,
issued
by
the
COSO,
management
has
concluded
that
our
internalcontrol
over
financial
reporting
was
effective
as
of
December
31,
2017
.
The
effectiveness
of
our
internal
control
over
financial
reporting
as
of
December
31,
2017has
been
audited
by
PricewaterhouseCoopers
LLP,
an
independent
registered
public
accounting
firm,
as
stated
in
their
report
appearing
under
"Item
8.
FinancialStatements
and
Supplementary
Data"
included
elsewhere
in
this
annual
report.Changes in Internal Control over Financial ReportingThere
was
no
change
in
our
internal
control
over
financial
reporting
(as
defined
in
the
Exchange
Act,
Rules
13a-15(f))
that
occurred
during
the
quarter
endedDecember
31,
2017
that
has
materially
affected,
or
is
reasonably
likely
to
materially
affect,
our
internal
control
over
financial
reporting.ITEM 9B.   Other
InformationNone.90Table of ContentsPART IIIAs
set
forth
below,
the
information
required
by
Part
III
(Items
10,
11,
12,
13
and
14)
is
incorporated
herein
by
reference
to
the
Company's
definitive
proxystatement
to
be
used
in
connection
with
its
2018
Annual
Meeting
of
Stockholders
and
which
will
be
filed
with
the
Securities
and
Exchange
Commission
not
laterthan
120
days
after
the
end
of
the
Company's
fiscal
year
ended
December
31,
2017
(the
"
2018
Proxy
Statement"),
in
accordance
with
General
Instruction
G(3)
ofForm
10-K.ITEM 10.   Directors,
Executive
Officers
and
Corporate
GovernanceThe
information
required
by
Item
10
will
be
contained
in,
and
is
hereby
incorporated
by
reference
to,
the
2018
Proxy
Statement.ITEM 11.   Executive
CompensationThe
information
required
by
Item
11
will
be
contained
in,
and
is
hereby
incorporated
by
reference
to,
the
2018
Proxy
Statement.ITEM 12.   Security
Ownership
of
Certain
Beneficial
Owners
and
Management
and
Related
Stockholder
MattersThe
information
required
by
Item
12
will
be
contained
in,
and
is
hereby
incorporated
by
reference
to,
the
2018
Proxy
Statement.ITEM 13.   Certain
Relationships
and
Related
Transactions,
and
Director
IndependenceThe
information
required
by
Item
13
will
be
contained
in,
and
is
hereby
incorporated
by
reference
to,
the
2018
Proxy
Statement.ITEM 14.   Principal
Accounting
Fees
and
ServicesThe
information
required
by
Item
14
will
be
contained
in,
and
is
hereby
incorporated
by
reference
to,
the
2018
Proxy
Statement.91Table of ContentsPART IVITEM 15.   Exhibits,
Financial
Statement
Schedules( a)


List
of
documents
filed
as
part
of
this
report:(1)   Consolidated Financial Statements of LendingTree, Inc.Report
of
Independent
Registered
Public
Accounting
Firm:
PricewaterhouseCoopers
LLP.Consolidated
Statements
of
Operations
and
Comprehensive
Income
for
the
Years
Ended
December
31,
2017
,
2016
and
2015
.Consolidated
Balance
Sheets
as
of
December
31,
2017
and
2016
.Consolidated
Statements
of
Shareholders'
Equity
for
the
Years
Ended
December
31,
2017
,
2016
and
2015
.Consolidated
Statements
of
Cash
Flows
for
the
Years
Ended
December
31,
2017
,
2016
and
2015
.Notes
to
Consolidated
Financial
Statements.(2)   Consolidated Financial Statement Schedules of LendingTree, Inc.All
financial
statements
and
schedules
have
been
omitted
since
the
required
information
is
included
in
the
consolidated
financial
statements
or
the
notesthereto,
or
is
not
applicable
or
required.(3)   ExhibitsThe
documents
set
forth
below,
numbered
in
accordance
with
Item
601
of
Regulation
S-K,
are
filed
herewith
or
incorporated
herein
by
reference
to
thelocation
indicated
below.ExhibitNumberDescriptionLocation2.1Separation
and
Distribution
Agreement
among
IAC/InterActiveCorp,HSN,
Inc.,
Interval
Leisure
Group,
Inc.,
Ticketmaster
and
Tree.com,
Inc.,dated
August
20,
2008.Exhibit
2.1
to
the
Registrant's
Registration
Statement
on
Form
S-1(No.
333-152700),
filed
August
1,
20082.2Tax
Sharing
Agreement
among
IAC/InterActiveCorp,
HSN,
Inc.,
IntervalLeisure
Group,
Inc.,
Ticketmaster
and
Tree.com,
Inc.,
dated
August
20,2008.Exhibit
10.2
to
the
Registrant's
Current
Report
on
Form
8-K
(No.
001-34063)
filed
August
25,
20082.3Employee
Matters
Agreement
among
IAC/InterActiveCorp,
HSN,
Inc.,Interval
Leisure
Group,
Inc.,
Ticketmaster
and
Tree.com,
Inc.,
datedAugust
20,
2008.Exhibit
10.3
to
the
Registrant's
Current
Report
on
Form
8-K
(No.
001-34063)
filed
August
25,
20082.4Transition
Services
Agreement
among
IAC/InterActiveCorp,
HSN,
Inc.,Interval
Leisure
Group,
Inc.,
Ticketmaster
and
Tree.com,
Inc.,
datedAugust
20,
2008.Exhibit
10.4
to
the
Registrant's
Current
Report
on
Form
8-K
(No.
001-34063)
filed
August
25,
20082.5Spinco
Assignment
and
Assumption
Agreement
amongIAC/InterActiveCorp,
Tree.com,
Inc.,
Liberty
Media
Corporation
andLiberty
USA
Holdings,
LLC,
dated
August
20,
2008.Exhibit
10.6
to
the
Registrant's
Current
Report
on
Form
8-K
(No.
001-34063)
filed
August
25,
20082.6Asset
Purchase
Agreement
among
Home
Loan
Center,
Inc.,
FirstResidential
Mortgage
Network,
Inc.
dba
SurePoint
Lending,
and
theshareholders
of
First
Residential
Mortgage
Network
named
therein,
datedNovember
15,
2010.Exhibit
2.1
to
Registrant's
Current
Report
on
Form
8-K
(No.
001-34063)
filed
November
16,
20102.7First
Amendment
to
Asset
Purchase
Agreement
among
HLC,
SurePointand
the
shareholders
party
thereto,
dated
March
14,
2011.Exhibit
2.1
to
the
Registrant's
Current
Report
on
Form
8-K
filedMarch
21,
20112.8Second
Amendment
to
Asset
Purchase
Agreement
among
HLC,SurePoint
and
the
shareholders
party
thereto,
dated
March
15,
2011.Exhibit
2.2
to
the
Registrant's
Current
Report
on
Form
8-K
filedMarch
21,
201192ExhibitNumberDescriptionLocation2.9Asset
Purchase
Agreement
among
Tree.com,
Inc.,
Home
Loan
Center,Inc.,
LendingTree,
LLC,
HLC
Escrow,
Inc.
and
Discover
Bank,
datedMay
12,
2011**Exhibit
2.1
to
the
Registrant's
Current
Report
on
Form
8-K
filed
May16,
20112.10Asset
Purchase
Agreement
among
LendingTree,
LLC,
RealEstate.com,Inc.
and
Market
Leader,
Inc.,
dated
September
15,
2011**Exhibit
2.1
to
the
Registrant's
Current
Report
on
Form
8-K
filedSeptember
21,
20112.11Amendment
to
Asset
Purchase
Agreement
among
Home
Loan
Center,Inc.,
HLC
Escrow,
Inc.,
LendingTree,
LLC,
Tree.com,
Inc.,
DiscoverBank
and
Discover
Financial
Services,
dated
February
7,
2012**Exhibit
2.1
to
the
Registrant's
Current
Report
on
Form
8-K
filedFebruary
8,
20122.12Membership
Interest
Purchase
Agreement,
dated
as
of
November
16,2016,
by
and
among
LendingTree,
LLC,
Iron
Horse
Holdings,
LLC,
all
ofthe
members
of
Iron
Horse
Holdings,
LLC
and
Christopher
J.
Mettler.
**Exhibit
2.1
to
the
Registrant's
Current
Report
on
Form
8-K
filedNovember
22,
20162.13Assignment
and
Assumption
Agreement,
dated
November
2,
2017,
by
andamong
General
Communication,
Inc.,
Liberty
Interactive
Corporation,Liberty
USA
Holdings,
LLC,
Ventures
Holdco,
LLC,
and
LendingTree,Inc.Exhibit
99.7(D)
to
the
Registrant's
Current
Report
on
Form
SC
13D/Afiled
November
3,
20173.1Amended
and
Restated
Certificate
of
Incorporation
of
LendingTree,
Inc.Exhibit
3.1
to
the
Registrant's
Current
Report
on
Form
8-K
(No.
001-34063)
filed
August
25,
20083.2Fourth
Amended
and
Restated
By-laws
of
LendingTree,
Inc.Exhibit
3.1
to
the
Registrant's
Current
Report
on
Form
8-K
filedNovember
15,
20174.1Amended
and
Restated
Restricted
Share
Grant
and
Shareholders'Agreement,
among
Forest
Merger
Corp.,
LendingTree,
Inc.,InterActiveCorp
and
the
Grantees
named
therein,
dated
July
7,
2003*Exhibit
10.8
to
the
Registrant's
Registration
Statement
on
Form
S-1(No.
333-152700),
filed
August
1,
20084.2Registration
Rights
Agreement
among
Tree.com,
Inc.,
Liberty
MediaCorporation
and
Liberty
USA
Holdings,
LLC,
dated
August
20,
2008.Exhibit
10.5
to
the
Registrant's
Current
Report
on
Form
8-K
(No.
001-34063)
filed
August
25,
20084.3Indenture
for
.0625%
Convertible
Senior
Notes
due
2022Exhibit
4.1
to
the
Registrant's
Current
Report
on
Form
8-K
filed
May31,
20174.4Purchase
Agreement
for
.0625%
Convertible
Senior
Notes
due
2022Exhibit
99.1
to
the
Registrant's
Current
Report
on
Form
8-K
filed
May31,
20174.5Base
Issuer
Warrant
TransactionExhibit
99.4
to
the
Registrant's
Current
Report
on
Form
8-K
filed
May31,
20174.6Additional
Issuer
Warrant
TransactionExhibit
99.5
to
the
Registrant's
Current
Report
on
Form
8-K
filed
May31,
201710.1Employment
Agreement
between
LendingTree,
Inc.
and
GabrielDalporto,
dated
March
11,
2015*Exhibit
10.6
to
the
Registrant's
Annual
Report
on
Form
10-K
filedMarch
16,
201510.2Amendment
to
Dalporto
Employment
Agreement*Exhibit
10.1
to
Registrant's
Quarterly
Report
on
Form
10-Q
filedOctober
26,
201710.3Amendment
No.
1
to
the
Restricted
Share
Grant
and
Stockholder'sAgreement
between
Tree.com,
Inc.,
LendingTree
Holdings
Corp.
andDouglas
R.
Lebda,
dated
August
30,
2010*Exhibit
10.4
to
the
Registrant's
Quarterly
Report
on
Form
10-Q
(No.001-34063)
filed
November
12,
201010.4Stock
Purchase
Agreement
between
Tree.com,
Inc.
and
Douglas
R.Lebda,
dated
February
8,
2009*Exhibit
10.1
to
the
Registrant's
Current
Report
on
Form
8-K
(No.
001-34063)
filed
February
11,
200910.5Amendment
No.
1
to
the
Stock
Option
Award
Agreement
betweenDouglas
R.
Lebda
and
Tree.com,
Inc.,
dated
May
10,
2010*Exhibit
10.15
to
the
Registrant's
Quarterly
Report
on
Form
10-Q
(No.001-34063)
filed
May
12,
201010.6Amendment
No.
1
to
Stock
Purchase
Agreement
between
Tree.com,
Inc.and
Douglas
R.
Lebda,
dated
May
10,
2010*Exhibit
10.2
to
the
Registrant's
Quarterly
Report
on
Form
10-Q
(No.001-34063)
filed
May
12,
201010.7Form
of
Amendment
to
Restricted
Stock
Awards
for
Douglas
R.
Lebda*Exhibit
10.4
to
the
Registrant's
Quarterly
Report
on
Form
10-Q
filedMay
12,
201093ExhibitNumberDescriptionLocation10.8Amendment
No.
1
to
the
Restricted
Share
Grant
and
Stockholder'sAgreement
between
Tree.com,
Inc.,
LendingTree
Holdings
Corp.
andDouglas
R.
Lebda,
dated
August
30,
2010*Exhibit
10.4
to
the
Registrant's
Quarterly
Report
on
Form
10-Q
(No.001-34063)
filed
November
12,
201010.9Employment
Agreement
between
Douglas
Lebda
and
the
Company,
datedSeptember
20,
2017*Exhibit
10.3
to
the
Registrant's
Quarterly
Report
on
Form
10-Q
filedOctober
26,
201710.10Offer
Letter
to
J.D.
Moriarty,
dated
March
29,
2017*Exhibit
10.2
to
the
Registrant's
Quarterly
Report
on
Form
10-Q
filedOctober
26,
201710.11Letter
Agreement
between
LendingTree,
Inc.
and
Nikul
Patel,
datedDecember
31,
2015*Exhibit
10.13
to
the
Registrant's
Annual
Report
on
From
10-K
filedMarch
1,
201610.12Employment
Agreement
between
LendingTree,
Inc.
and
Neil
Salvagedated
November
28,
2016*Exhibit
10.35
to
the
Registrant's
Annual
Report
on
From
10-K
filedFebruary
28,
201710.13Letter
Agreement
between
LendingTree,
Inc.
and
Neil
Salvage
datedNovember
28,
2016*Exhibit
10.36
to
the
Registrant's
Annual
Report
on
From
10-K
filedFebruary
28,
201710.14Letter
Agreement
between
Tree.com,
Inc.
and
Carla
Shumate,
datedDecember
11,
2012*Exhibit
10.1
to
the
Registrant's
Annual
Report
on
Form
10-K
filedApril
1,
201310.15Letter
Agreement
between
LendingTree,
Inc.
and
Carla
Shumate,
datedMarch
11,
2015*Exhibit
10.1
to
the
Registrant's
Quarterly
Report
on
Form
10-Q
filedApril
30,
201510.16Letter
Agreement
between
LendingTree,
Inc.
and
Carla
Shumate,
datedDecember
31,
2015*Exhibit
10.6
to
the
Registrant's
Annual
Report
on
From
10-K
filedMarch
1,
201610.17Fifth
Amended
and
Restated
Tree.com,
Inc.
2008
Stock
and
AnnualIncentive
Plan*Exhibit
4.3(A)
to
the
Registrant's
Registration
Statement
on
Form
S-8(No.
333-218747),
filed
June
14,
201710.18Form
of
Notice
of
Stock
Option
Award
Granted
Under
the
2008
Stockand
Annual
Incentive
Plan*Exhibit
10.6
to
the
Registrant's
Current
Report
on
Form
8-K
(No.
001-34063)
filed
March
27,
200910.19Form
of
Notice
of
Restricted
Stock
Unit
Award*Exhibit
10.3
to
the
Registrant's
Quarterly
Report
on
From
10-Q
filedMay
7,
201410.20Form
of
Notice
of
Restricted
Stock
Award*Exhibit
10.4
to
the
Registrant's
Quarterly
Report
on
Form
10-Q
filedMay
7,
201410.21Form
of
Notice
of
Stock
Option
Award
Granted
Under
the
2008
Stockand
Annual
Incentive
Plan*Exhibit
10.5
to
the
Registrant's
Quarterly
Report
on
Form
10-Q
filedMay
7,
201410.22LendingTree,
Inc.
2017
Inducement
Grant
Plan*Exhibit
4.4(A)
to
the
Registrant's
Registration
Statement
on
Form
S-8(No.
333-218747),
filed
June
14,
201710.23Notice
of
Restricted
Stock
Unit
Award
Granted
Under
the
LendingTree,Inc.
2017
Inducement
Plan*Exhibit
4.4(B)
to
the
Registrant's
Registration
Statement
on
Form
S-8(No.
333-218747),
filed
June
14,
201710.24Restricted
Stock
Award
Agreement*Exhibit
4.4(C)
to
the
Registrant's
Registration
Statement
on
Form
S-8(No.
333-218747),
filed
June
14,
201710.25Notice
of
[year]
Stock
Option
Award
Granted
Under
the
LendingTree,Inc.
2017
Inducement
Grant
Plan*Exhibit
4.4(D)
to
the
Registrant's
Registration
Statement
on
Form
S-8(No.
333-218747),
filed
June
14,
201710.262011
Deferred
Compensation
Plan
for
Non-Employee
Directors*Exhibit
10.2
to
the
Registrant's
Quarterly
Report
on
Form
10-Q
filedApril
30,
201510.27Deferred
Compensation
Plan
for
Non-Employee
Directors*Exhibit
10.15
to
the
Registrant's
Registration
Statement
on
Form
S-1(No.
333-152700),
filed
August
1,
200810.28Standard
Terms
and
Conditions
to
Restricted
Stock
Award
Letters
ofTree.com
BU
Holding
Company,
Inc.*Exhibit
10.2
to
the
Registrant's
Current
Report
on
Form
8-K
filedFebruary
3,
201110.29Form
of
Notice
of
Restricted
Stock
Unit
Award*Exhibit
10.86(b)
to
the
Registrant's
Post-Effective
Amendment
to
itsRegistration
Statement
on
Form
S-1
(No.
333-152700),
filed
July
13,201210.30Form
of
Restricted
Stock
Award*Exhibit
10.86(c)
to
the
Registrant's
Post-Effective
Amendment
to
itsRegistration
Statement
on
Form
S-1
(No.
333-152700),
filed
July
13,201294ExhibitNumberDescriptionLocation10.31Form
of
Notice
of
Stock
Option
Award
Granted
Under
the
Amended
andRestated
2008
Stock
and
Annual
Incentive
Plan*Exhibit
10.86(d)
to
the
Registrant's
Post-Effective
Amendment
to
itsRegistration
Statement
on
Form
S-1
(No.
333-152700),
filed
July
13,201210.32Form
of
Notice
of
Stock
Option
Award
Granted
Under
the
SecondAmended
and
Restated
2008
Stock
and
Annual
Incentive
Plan*Exhibit
10.13
to
the
Registrant's
Quarterly
Report
on
Form
10-Q
(No.001-34063)
filed
May
12,
201010.33Base
Convertible
Bond
Hedge
TransactionExhibit
99.2
to
the
Registrant's
Current
Report
on
Form
8-K
filed
May31,
201710.34Additional
Convertible
Bond
Hedge
TransactionExhibit
99.3
to
the
Registrant's
Current
Report
on
Form
8-K
filed
May31,
201710.35Credit
Agreement
by
and
among
LendingTree,
LLC,
LendingTree,
Inc.and
SunTrust
Bank,
dated
October
22,
2015Exhibit
99.1
to
the
Registrant's
Quarterly
Report
on
Form
10-Q
filedOctober
26,
201510.36First
Amendment
to
Credit
Agreement
by
and
among
LendingTree,
LLC,LendingTree,
Inc.
and
SunTrust
Bank,
dated
February
25,
2016Exhibit
10.30
to
the
Registrant's
Annual
Report
on
From
10-K
filedFebruary
28,
201710.37Second
Amendment
to
Credit
AgreementExhibit
99.1
to
the
Registrant's
Current
Report
on
Form
8-K
filed
May23,
201710.38Amended
and
Restated
Credit
Agreement,
dated
as
of
November
21,
2017†+10.39Agreement
of
Purchase
and
Sale,
by
and
among
LendingTree,
LLC
andan
affiliate
of
Greenstreet
Real
Estate
Partners,
L.P.,
dated
October
17,2016Exhibit
10.31
to
the
Registrant's
Annual
Report
on
From
10-K
filedFebruary
28,
201710.40First
Amendment
to
Purchase
and
Sale,
by
and
among
LendingTree,
LLCand
an
affiliate
of
Greenstreet
Real
Estate
Partners,
L.P.,
dated
November28,
2016Exhibit
10.32
to
the
Registrant's
Annual
Report
on
From
10-K
filedFebruary
28,
201721.1Subsidiaries
of
LendingTree,
Inc.†23.1Consent
of
independent
registered
public
accounting
firm.†24.1Power
of
Attorney
(included
on
signature
page
of
this
Annual
Report
onForm
10-K)†31.1Certification
of
the
Chief
Executive
Officer
pursuant
to
Rule
13a-14(a)
orRule
15d-14(a)
of
the
Securities
Exchange
Act
of
1934
as
adoptedpursuant
to
Section
302
of
the
Sarbanes-Oxley
Act
of
2002†31.2Certification
of
the
Chief
Financial
Officer
pursuant
to
Rule
13a-14(a)
orRule
15d-14(a)
of
the
Securities
Exchange
Act
of
1934
as
adoptedpursuant
to
Section
302
of
the
Sarbanes-Oxley
Act
of
2002†32.1Certification
of
the
Chief
Executive
Officer
pursuant
to
18
U.S.C.Section
1350
as
adopted
pursuant
to
Section
906
of
the
Sarbanes-OxleyAct
of
2002††32.2Certification
of
the
Chief
Financial
Officer
pursuant
to
18
U.S.C.Section
1350
as
adopted
pursuant
to
Section
906
of
the
Sarbanes-OxleyAct
of
2002††101.CALXBRL
Taxonomy
Extension
Calculation
Linkbase
Document†††101.DEFXBRL
Taxonomy
Extension
Definition
Linkbase
Document†††101.INSXBRL
Instance
Document†††101.LABXBRL
Taxonomy
Extension
Label
Linkbase
Document†††101.PREXBRL
Taxonomy
Extension
Presentation
Linkbase
Document†††101.SCHXBRL
Taxonomy
Extension
Schema
Document†††___________________________________________________________________________†
Filed
herewith95††
This
certification
is
being
furnished
solely
to
accompany
this
report
pursuant
to
18
U.S.C.
1350,
and
is
not
being
filed
for
purposes
of
Section
18
of
theExchange
Act
and
is
not
to
be
incorporated
by
reference
into
any
filing
of
the
registrant,
whether
made
before
or
after
the
date
hereof,
regardless
of
any
generalincorporation
language
in
such
filing.†††
Furnished
herewith.
Pursuant
to
Rule
406T
of
Regulation
S-T,
the
Interactive
Data
Files
on
Exhibit
101
hereto
are
deemed
not
filed
or
part
of
a
registrationstatement
or
prospectus
for
purposes
of
Sections
11
or
12
of
the
Securities
Act
are
deemed
not
filed
for
purposes
of
Section
18
of
the
Exchange
Act
and
otherwiseare
not
subject
to
liability
under
those
sections.*
Management
contract
or
compensation
plan
or
arrangement.**
Certain
schedules
to
this
Exhibit
have
been
omitted
in
accordance
with
Regulation
S-K
Item
601(b)(2).
The
Company
agrees
to
furnish
supplementally
a
copyof
all
omitted
schedules
to
the
SEC
upon
its
request.+
Portions
of
this
exhibit
have
been
omitted
pursuant
to
a
request
for
confidential
treatment
and
this
exhibit
has
been
submitted
separately
to
the
SEC.ITEM 16.  Form 10-K SummaryNot
applicable.96Table of ContentsSIGNATURESPursuant
to
the
requirements
of
Section
13
or
15(d)
of
the
Securities
Exchange
Act
of
1934,
the
Registrant
has
duly
caused
this
report
to
be
signed
on
itsbehalf
by
the
undersigned,
thereunto
duly
authorized.Date:
February
26,
2018
LendingTree,
Inc.



By:/s/ DOUGLAS R. LEBDA

Douglas
R.
Lebda
 Chairman and Chief Executive Officer97Table of ContentsKNOW
ALL
PERSONS
BY
THESE
PRESENTS,
that
each
individual
whose
signature
appears
below
constitutes
and
appoints
Katharine
Pierce
as
his
or
hertrue
and
lawful
attorney
and
agent,
with
full
power
of
substitution
and
resubstitution,
for
him
or
her
and
in
his
or
her
name,
place
and
stead,
in
any
and
allcapacities,
to
sign
any
and
all
amendments
to
the
Registrant's
Annual
Report
on
Form
10-K
for
the
fiscal
year
ended
December
31,
2017
,
and
to
file
the
same
withall
exhibits
thereto,
and
all
other
documents
in
connection
therewith,
with
the
Securities
and
Exchange
Commission,
granting
unto
said
attorney
and
agent
fullpower
and
authority
to
do
and
perform
each
and
every
act
and
thing
requisite
and
necessary
to
be
done,
as
fully
to
all
intents
and
purposes
as
he
or
she
might
orcould
do
in
person,
hereby
ratifying
and
confirming
all
that
said
attorney
and
agent
may
lawfully
do
or
cause
to
be
done
by
virtue
hereof.Pursuant
to
the
requirements
of
the
Securities
Exchange
Act
of
1934,
this
report
has
been
signed
below
by
the
following
persons
on
behalf
of
the
Registrantand
in
the
capacities
indicated
and
on
the
dates
indicated.Signature
Title
Date




/s/ DOUGLAS R. LEBDA
Chairman,
Chief
Executive
Officer
and
Director(Principal Executive Officer)
February
26,
2018Douglas
R.
Lebda







/s/ J.D. MORIARTY
Chief
Financial
Officer(Principal Financial Officer)
February
26,
2018J.D.
Moriarty







/s/ CARLA SHUMATE
Senior
Vice
President
and
Chief
Accounting
Officer(Principal Accounting Officer)
February
26,
2018Carla
Shumate







/s/ GABRIEL DALPORTO
Director
February
26,
2018Gabriel
Dalporto







/s/ THOMAS DAVIDSON
Director
February
26,
2018Thomas
Davidson







/s/ NEAL DERMER
Director
February
26,
2018Neal
Dermer







/s/ ROBIN HENDERSON
Director
February
26,
2018Robin
Henderson







/s/ PETER HORAN
Director
February
26,
2018Peter
Horan







/s/ STEVEN OZONIAN
Director
February
26,
2018Steven
Ozonian







/s/ SARAS SARASVATHY
Director
February
26,
2018Saras
Sarasvathy







/s/ G. KENNEDY THOMPSON
Director
February
26,
2018G.
Kennedy
Thompson







/s/ CRAIG TROYER
Director
February
26,
2018Craig
Troyer


98Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Exhibit 10.38AMENDED AND RESTATED CREDIT AGREEMENTdated as of November 21, 2017amongLENDINGTREE, LLCas
the
Borrower,LENDINGTREE, INC.,as
Parent,THE LENDERS FROM TIME TO TIME PARTY HERETOandSUNTRUST BANKas
Administrative
AgentwithSUNTRUST ROBINSON HUMPHREY, INC. ,as
Sole
Arranger
and
Bookrunner,andBANK OF AMERICA, N.A.,ROYAL BANK OF CANADA,FIFTH THIRD BANK,andREGIONS BANK,as
Co-Syndication
AgentsConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.TABLE OF CONTENTS

PageARTICLE
1DEFINITIONS;
CONSTRUCTION1Section
1.1Definitions1Section
1.2Classifications
of
Loans
and
Borrowings25Section
1.3Accounting
Terms
and
Determination25Section
1.4Terms
Generally25Section
1.5Limited
Condition
Transactions25ARTICLE
IIAMOUNT
AND
TERMS
OF
THE
COMMITMENTS26Section
2.1General
Description
of
Facilities26Section
2.2Revolving
Loans26Section
2.3Procedure
for
Revolving
Borrowings26Section
2.4Swingline
Commitment27Section
2.5[Intentionally
Omitted]28Section
2.6Funding
of
Borrowings28Section
2.7Interest
Elections28Section
2.8Optional
Reduction
and
Termination
of
Commitments29Section
2.9Repayment
of
Loans29Section
2.10Evidence
of
Indebtedness29Section
2.11Optional
Prepayments30Section
2.12Mandatory
Prepayments30Section
2.13Interest
on
Loans30Section
2.14Fees31Section
2.15Computation
of
Interest
and
Fees32Section
2.16Inability
to
Determine
Interest
Rates32Section
2.17Illegality32Section
2.18Increased
Costs32Section
2.19Funding
Indemnity33Section
2.20Taxes34Section
2.21Payments
Generally;
Pro
Rata
Treatment;
Sharing
of
Set-offs36Section
2.22Letters
of
Credit37Section
2.23
Increase
of
Commitments;
Additional
Lenders40Section
2.24Mitigation
of
Obligations43Section
2.25Replacement
of
Lenders43Section
2.26Defaulting
Lenders43ARTICLE
IIICONDITIONS
PRECEDENT
TO
LOANS
AND
LETTERS
OF
CREDIT45Section
3.1Conditions
to
Effectiveness45Section
3.2Conditions
to
Each
Credit
Event47Section
3.3Delivery
of
Documents47ARTICLE
IVREPRESENTATIONS
AND
WARRANTIES48Section
4.1Existence;
Power48Section
4.2Organizational
Power;
Authorization48Section
4.3Governmental
Approvals;
No
Conflicts48Section
4.4Financial
Statements;
Absence
of
Material
Adverse
Effect48Section
4.5Litigation
and
Environmental
Matters48iConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Section
4.6Compliance
with
Laws
and
Agreements48Section
4.7Investment
Company
Act;
Other
Regulatory
Schemes49Section
4.8Taxes49Section
4.9Margin
Regulations49Section
4.10ERISA49Section
4.11Ownership
of
Property;
Insurance49Section
4.12Disclosure50Section
4.13Labor
Relations50Section
4.14Subsidiaries50Section
4.15Solvency50Section
4.16Deposit
and
Disbursement
Accounts50Section
4.17Collateral
Documents50Section
4.18Sanctions
and
Anti-Corruption
Laws51Section
4.19EEA
Financial
Institutions51ARTICLE
VAFFIRMATIVE
COVENANTS51Section
5.1Financial
Statements
and
Other
Information51Section
5.2Notices
of
Material
Events52Section
5.3Existence;
Conduct
of
Business53Section
5.4Compliance
with
Laws53Section
5.5Payment
of
Obligations53Section
5.6Books
and
Records53Section
5.7Visitation
and
Inspection53Section
5.8Maintenance
of
Properties;
Insurance53Section
5.9Use
of
Proceeds;
Margin
Regulations54Section
5.10Casualty
and
Condemnation54Section
5.11Cash
Management54Section
5.12Additional
Subsidiaries
and
Collateral54Section
5.13Leased
Locations56Section
5.14Further
Assurances56ARTICLE
VIFINANCIAL
COVENANT56ARTICLE
VIINEGATIVE
COVENANTS56Section
7.1Indebtedness
and
Disqualified
Capital
Stock58Section
7.2Liens59Section
7.3Fundamental
Changes59Section
7.4Investments,
Loans60Section
7.5Restricted
Payments61Section
7.6Sale
of
Assets62Section
7.7Transactions
with
Affiliates62Section
7.8Restrictive
Agreements63Section
7.9Sale
and
Leaseback
Transactions63Section
7.10Hedging
Transactions63Section
7.11Amendment
to
Organizational
Documents63Section
7.12Accounting
Changes64Section
7.13Sanctions
and
Anti-Corruption
Laws64ARTICLE
VIIIEVENTS
OF
DEFAULT64Section
8.1Events
of
Default64iiConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Section
8.2Application
of
Proceeds
from
Collateral66ARTICLE
IXTHE
ADMINISTRATIVE
AGENT67Section
9.1Appointment
of
the
Administrative
Agent67Section
9.2Nature
of
Duties
of
the
Administrative
Agent67Section
9.3Lack
of
Reliance
on
the
Administrative
Agent68Section
9.4Certain
Rights
of
the
Administrative
Agent68Section
9.5Reliance
by
the
Administrative
Agent68Section
9.6The
Administrative
Agent
in
its
Individual
Capacity68Section
9.7Successor
Administrative
Agent68Section
9.8Withholding
Tax69Section
9.9The
Administrative
Agent
May
File
Proofs
of
Claim69Section
9.10Authorization
to
Execute
Other
Loan
Documents69Section
9.11Collateral
and
Guaranty
Matters70Section
9.12Right
to
Realize
on
Collateral
and
Enforce
Guarantee70Section
9.13Secured
Bank
Product
Obligations
and
Hedging
Obligations70Section
9.14Syndication
Agent70ARTICLE
XMISCELLANEOUS70Section
10.1Notices70Section
10.2Waiver;
Amendments73Section
10.3Expenses;
Indemnification74Section
10.4Successors
and
Assigns76Section
10.5Governing
Law;
Jurisdiction;
Consent
to
Service
of
Process79Section
10.6WAIVER
OF
JURY
TRIAL79Section
10.7Right
of
Set-off79Section
10.8Counterparts;
Integration80Section
10.9Survival80Section
10.10Severability80Section
10.11Confidentiality80Section
10.12Interest
Rate
Limitation81Section
10.13Waiver
of
Effect
of
Corporate
Seal81Section
10.14Patriot
Act81Section
10.15No
Advisory
or
Fiduciary
Responsibility81Section
10.16Joint
and
Several
Obligations81Section
10.17Acknowledgement
and
Consent
to
Bail-In
of
EEA
Financial
Institutions81Section
10.18Amendment
and
Restatement82Section
10.19Certain
ERISA
Matters82iiiConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Schedules

Schedule
I-Applicable
Margin
and
Applicable
PercentageSchedule
II-Commitment
AmountsSchedule
1.1(a)-Immaterial
SubsidiariesSchedule
1.1(b)-Subsidiary
Loan
PartiesSchedule
4.5-Environmental
MattersSchedule
4.14-SubsidiariesSchedule
4.16-Deposit
and
Disbursement
AccountsSchedule
7.1-Existing
IndebtednessSchedule
7.2-Existing
LiensSchedule
7.4-Existing
InvestmentsSchedule
7.5-Affiliate
Transactions





Exhibits

Exhibit
A-Form
of
Assignment
and
AssumptionExhibit
B-Form
of
Guaranty
and
Security
AgreementExhibit
2.3-Form
of
Notice
of
Revolving
BorrowingExhibit
2.4-Form
of
Notice
of
Swingline
BorrowingExhibit
2.7-Form
of
Notice
of
Continuation/ConversionExhibit
2.20-Tax
CertificatesExhibit
5.1(c)-Form
of
Compliance
CertificateivConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.AMENDED AND RESTATED CREDIT AGREEMENTTHIS AMENDED AND RESTATED CREDIT AGREEMENT (this
“
Agreement
”)
is
made
and
entered
into
as
of
November
21,
2017,
byand
among
LENDINGTREE,
LLC,
a
Delaware
limited
liability
company
(the
“
Borrower
”),
LENDINGTREE,
INC.,
a
Delaware
corporation
(“
Parent
”),
theseveral
banks
and
other
financial
institutions
and
lenders
from
time
to
time
party
hereto
(the
“
Lenders
”),
and
SUNTRUST
BANK,
in
its
capacity
asadministrative
agent
for
itself
and
the
Lenders
(the
“
Administrative
Agent
”),
as
issuing
bank
(the
“
Issuing
Bank
”)
and
as
swingline
lender
(the
“
SwinglineLender
”).W I T N E S S E T H:WHEREAS, the
Borrower,
the
lenders
party
thereto,
and
SunTrust
Bank,
as
administrative
agent,
entered
into
that
certain
Credit
Agreementdated
as
of
October
22,
2015
(as
amended
prior
to
the
date
hereof,
the
“
Existing
Credit
Agreement
”)
pursuant
to
which
the
lenders
party
thereto
have
madeavailable
certain
credit
extensions
pursuant
to
the
terms
and
conditions
of
the
Existing
Credit
Agreement;WHEREAS, the
Borrower
has
requested,
and
the
Administrative
Agent
and
the
Lenders
party
hereto
have
agreed,
subject
to
the
terms
hereof,that
the
Existing
Credit
Agreement
be
amended
and
restated
in
order
to,
among
other
things,
extend
the
maturity
dates
provided
therein,
increase
the
totalborrowings,
and
make
certain
other
amendments
and
modifications
to
the
Existing
Credit
Agreement;WHEREAS, it
is
the
intent
of
the
parties
hereto
that
this
Agreement
amend
and
restate
in
its
entirety
the
Existing
Credit
Agreement
and
that
thisAgreement
does
not
and
shall
not
constitute
a
novation
of
the
obligations
and
liabilities
of
the
parties
under
the
Existing
Credit
Agreement;
andWHEREAS, it
is
further
the
intent
of
the
parties
to
confirm
that
all
Obligations
(as
defined
in
the
Existing
Credit
Agreement)
under
the
LoanDocuments
(as
defined
in
the
Existing
Credit
Agreement)
shall
continue
in
full
force
and
effect
and
that,
from
and
after
the
Restatement
Date,
all
references
to
the“Credit
Agreement”
and
“Loan
Documents”
contained
therein
shall
be
deemed
to
refer
to
this
Agreement
and
the
Loan
Documents
(as
defined
herein).NOW, THEREFORE ,
in
consideration
of
the
premises
and
the
mutual
covenants
herein
contained,
Parent,
the
Borrower,
the
Lenders,
theAdministrative
Agent,
the
Issuing
Bank
and
the
Swingline
Lender
agree
as
follows:ARTICLE IDEFINITIONS; CONSTRUCTIONSection 1.1 Definitions .
In
addition
to
the
other
terms
defined
herein,
the
following
terms
used
herein
shall
have
the
meanings
hereinspecified
(to
be
equally
applicable
to
both
the
singular
and
plural
forms
of
the
terms
defined):“
Account
Control
Agreement
”
shall
mean
any
tri-party
agreement
by
and
among
a
Loan
Party,
the
Administrative
Agent
and
a
depositary
bankor
securities
intermediary
at
which
such
Loan
Party
maintains
a
Controlled
Account,
in
each
case
in
form
and
substance
reasonably
satisfactory
to
theAdministrative
Agent.“
Acquisition
”
shall
mean
(a)
any
Investment
by
Parent
or
any
of
its
Subsidiaries
in
any
other
Person
organized
in
the
United
States
(withsubstantially
all
of
the
assets
of
such
Person
and
its
Subsidiaries
located
in
the
United
States),
pursuant
to
which
such
Person
shall
become
a
Subsidiary
of
Parentor
any
of
its
Subsidiaries
or
shall
be
merged
with
Parent
or
any
of
its
Subsidiaries
or
(b)
any
acquisition
by
Parent
or
any
of
its
Subsidiaries
of
the
assets
of
anyPerson
(other
than
a
Subsidiary
of
Parent)
that
constitute
all
or
substantially
all
of
the
assets
of
such
Person
or
a
division
or
business
unit
of
such
Person,
whetherthrough
purchase,
merger
or
other
business
combination
or
transaction
(and
substantially
all
of
such
assets,
division
or
business
unit
are
located
in
the
UnitedStates).
With
respect
to
a
determination
of
the
amount
of
an
Acquisition,
such
amount
shall
include
all
consideration
(including
any
deferred
payments)
set
forth
inthe
applicable
agreements
governing
such
Acquisition
as
well
as
the
assumption
of
any
Indebtedness
in
connection
therewith;
provided
that
any
deferred
paymentthat
is
subject
to
a
contingency
shall
be
considered
in
determining
the
amount
of
the
Acquisition
only
to
the
extent
of
the
reserve,
if
any,
required
under
GAAP
(asdetermined
at
the
time
of
the
consummation
of
such
Permitted
Acquisition)
to
be
established
in
respect
thereof
by
Parent
or
any
of
its
Subsidiaries.“
Additional
Lender
”
shall
have
the
meaning
set
forth
in
Section
2.23
.“
Adjusted
LIBO
Rate
”
shall
mean,
with
respect
to
each
Interest
Period
for
a
Eurodollar
Loan,
(i)
the
rate
per annum equal
to
the
Londoninterbank
offered
rate
for
deposits
in
Dollars
appearing
on
Reuters
screen
page
LIBOR
01
(or
on
any
successor
or
substitute
page
of
such
service
or
any
successorto
such
service,
or
such
other
commercially
available
source
providingConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.such
quotations
as
may
be
designated
by
the
Administrative
Agent
from
time
to
time)
at
approximately
11:00
A.M.
(London
time)
two
(2)
Business
Days
prior
tothe
first
day
of
such
Interest
Period,
with
a
maturity
comparable
to
such
Interest
Period
(provided
that
if
such
rate
is
less
than
zero,
such
rate
shall
be
deemed
to
bezero),
divided
by
(ii)
a
percentage
equal
to
1.00%
minus
the
then
stated
maximum
rate
of
all
reserve
requirements
(including
any
marginal,
emergency,supplemental,
special
or
other
reserves
and
without
benefit
of
credits
for
proration,
exceptions
or
offsets
that
may
be
available
from
time
to
time)
applicable
to
anymember
bank
of
the
Federal
Reserve
System
in
respect
of
Eurocurrency
liabilities
as
defined
in
Regulation
D
(or
any
successor
category
of
liabilities
underRegulation
D);
provided
,
that
(x)
if
the
rate
referred
to
in
clause
(i)
above
is
not
available
at
any
such
time
for
any
reason,
then
the
rate
referred
to
in
clause
(i)shall
instead
be
the
interest
rate
per annum ,
as
reasonably
determined
by
the
Administrative
Agent,
to
be
the
arithmetic
average
of
the
rates
per annum at
whichdeposits
in
U.S.
Dollars
in
an
amount
equal
to
the
amount
of
such
Eurodollar
Loan
are
offered
by
major
banks
in
the
London
interbank
market
to
theAdministrative
Agent
at
approximately
11:00
A.M.
(London
time),
two
(2)
Business
Days
prior
to
the
first
day
of
such
Interest
Period
for
contracts
that
would
beentered
into
at
the
commencement
of
such
Interest
Period
for
the
same
duration
as
such
Interest
Period,
provided
that
any
such
rate
determination
shall
beconsistent
with
similar
rate
determinations
for
other
customers
of
the
Administrative
Agent
similarly
situated
as
Borrower,
and
(y)
if
the
interest
rate
for
anyEurodollar
Loan
determined
pursuant
to
this
definition
is
less
than
zero,
then
the
Adjusted
LIBO
Rate
for
such
Eurodollar
Loan
shall
be
deemed
to
equal
zero.“
Administrative
Agent
”
shall
have
the
meaning
set
forth
in
the
introductory
paragraph
hereof.“
Administrative
Questionnaire
”
shall
mean,
with
respect
to
each
Lender,
an
administrative
questionnaire
in
the
form
provided
by
theAdministrative
Agent
and
submitted
to
the
Administrative
Agent
duly
completed
by
such
Lender.“
Affiliate
”
shall
mean,
as
to
any
Person,
any
other
Person
that
directly,
or
indirectly
through
one
or
more
intermediaries,
Controls,
is
Controlledby,
or
is
under
common
Control
with,
such
Person.
For
the
purposes
of
this
definition,
“Control”
shall
mean
the
power,
directly
or
indirectly,
either
to
(i)
vote
25%or
more
of
the
securities
having
ordinary
voting
power
for
the
election
of
directors
(or
persons
performing
similar
functions)
of
a
Person
or
(ii)
direct
or
cause
thedirection
of
the
management
and
policies
of
a
Person,
whether
through
the
ability
to
exercise
voting
power,
by
control
or
otherwise.
The
terms
“Controlled
by”
and“under
common
Control
with”
have
the
meanings
correlative
thereto.“
Affiliated
Persons
”
mean,
with
respect
to
any
specified
Permitted
Holder
which
is
a
natural
person,
(a)
such
specified
person’s
parents,spouse,
siblings,
descendants,
step
children,
step
grandchildren,
nieces
and
nephews
and
their
respective
spouses,
(b)
the
estate,
legatees
and
devisees
of
suchspecified
person
and
each
of
the
persons
referred
to
in
clause
(a),
and
(c)
any
company,
partnership,
trust,
foundation
or
other
entity
or
investment
vehicle
createdfor
the
benefit
of,
or
controlled
by,
any
of
the
persons
referred
to
in
clause
(a)
or
(b)
or
created
by
any
such
person
for
the
benefit
of
any
charitable
organization
orfor
a
charitable
purpose.“
Aggregate
Revolving
Commitment
Amount
”
shall
mean
the
aggregate
principal
amount
of
the
Aggregate
Revolving
Commitments
from
timeto
time.
On
the
Restatement
Date,
the
Aggregate
Revolving
Commitment
Amount
is
$250,000,000.“
Aggregate
Revolving
Commitments
”
shall
mean,
collectively,
all
Revolving
Commitments
of
all
Lenders
at
any
time
outstanding.“
Anti-Corruption
Laws
”
shall
mean
all
laws,
rules,
and
regulations
of
any
jurisdiction
applicable
to
Parent
or
its
Subsidiaries
(or,
as
such
termis
used
in
the
definition
of
the
term
“Liberty
Successor”,
to
Liberty
Successor)
from
time
to
time
concerning
or
relating
to
bribery
or
corruption.“
Applicable
Lending
Office
”
shall
mean,
for
each
Lender
and
for
each
Type
of
Loan,
the
“Lending
Office”
of
such
Lender
(or
an
Affiliate
ofsuch
Lender)
designated
for
such
Type
of
Loan
in
the
Administrative
Questionnaire
submitted
by
such
Lender
or
such
other
office
of
such
Lender
(or
suchAffiliate
of
such
Lender)
as
such
Lender
may
from
time
to
time
specify
to
the
Administrative
Agent
and
the
Borrower
as
the
office
by
which
its
Loans
of
suchType
are
to
be
made
and
maintained.“
Applicable
Margin
”
shall
mean,
as
of
any
date,
the
percentage
per annum determined
by
reference
to
the
applicable
Consolidated
Total
NetLeverage
Ratio
in
effect
on
such
date
as
set
forth
on
Schedule
I
;
provided
that
a
change
in
the
Applicable
Margin
resulting
from
a
change
in
the
ConsolidatedTotal
Net
Leverage
Ratio
shall
be
effective
on
the
second
Business
Day
after
which
Parent
delivers
each
of
the
financial
statements
required
by
Section
5.1(a
)
and(
b
)
and
the
Compliance
Certificate
required
by
Section
5.1(c
);
provided
,
further
,
that
if
at
any
time
Parent
shall
have
failed
to
deliver
such
financial
statementsand
such
Compliance
Certificate
when
so
required,
the
Applicable
Margin
shall
be
at
Level
I
as
set
forth
on
Schedule
I
until
such
time
as
such
financial
statementsand
Compliance
Certificate
are
delivered,
at
which
time
the
Applicable
Margin
shall
be
determined
as
provided
above.
Notwithstanding
the
foregoing,
theApplicable
Margin
from
the
Restatement
Date
until
the
date
by
which
the
financial
statements
and
Compliance
Certificate
for
the
Fiscal
Quarter
ending
December31,
2017,
are
required
to
be
delivered2Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.shall
be
at
Level
II
as
set
forth
on
Schedule
I
.
In
the
event
that
any
financial
statement
or
Compliance
Certificate
delivered
hereunder
is
shown
to
be
inaccurate(regardless
of
whether
this
Agreement
or
the
Commitments
are
in
effect
when
such
inaccuracy
is
discovered),
and
such
inaccuracy,
if
corrected,
would
have
led
tothe
application
of
a
higher
Applicable
Margin
based
upon
the
pricing
grid
set
forth
on
Schedule
I
(the
“
Accurate
Applicable
Margin
”)
for
any
period
that
suchfinancial
statement
or
Compliance
Certificate
covered,
then
(i)
Parent
shall
immediately
deliver
to
the
Administrative
Agent
a
correct
financial
statement
orCompliance
Certificate,
as
the
case
may
be,
for
such
period,
(ii)
the
Applicable
Margin
shall
be
adjusted
such
that
after
giving
effect
to
the
corrected
financialstatement
or
Compliance
Certificate,
as
the
case
may
be,
the
Applicable
Margin
shall
be
reset
to
the
Accurate
Applicable
Margin
based
upon
the
pricing
grid
setforth
on
Schedule
I
for
such
period
and
(iii)
the
Borrower
shall
immediately
pay
to
the
Administrative
Agent,
for
the
account
of
the
Lenders,
the
accrued
additionalinterest
owing
as
a
result
of
such
Accurate
Applicable
Margin
for
such
period.

The
provisions
of
this
definition
shall
not
limit
the
rights
of
the
AdministrativeAgent
and
the
Lenders
with
respect
to
Section
2.13(c)
or
Article
VIII
.“
Applicable
Percentage
”
shall
mean,
as
of
any
date,
with
respect
to
the
commitment
fee
as
of
such
date,
the
percentage
per annum determinedby
reference
to
the
Consolidated
Total
Net
Leverage
Ratio
in
effect
on
such
date
as
set
forth
on
Schedule
I
;
provided
that
a
change
in
the
Applicable
Percentageresulting
from
a
change
in
the
Consolidated
Total
Net
Leverage
Ratio
shall
be
effective
on
the
second
Business
Day
after
which
Parent
delivers
each
of
thefinancial
statements
required
by
Section
5.1(a
)
and
(
b
)
and
the
Compliance
Certificate
required
by
Section
5.1(c
);
provided
,
further
,
that
if
at
any
time
Parentshall
have
failed
to
deliver
such
financial
statements
and
such
Compliance
Certificate
when
so
required,
the
Applicable
Percentage
shall
be
at
Level
I
as
set
forthon
Schedule
I
until
such
time
as
such
financial
statements
and
Compliance
Certificate
are
delivered,
at
which
time
the
Applicable
Percentage
shall
be
determinedas
provided
above.
Notwithstanding
the
foregoing,
the
Applicable
Percentage
for
the
commitment
fee
from
the
Restatement
Date
until
the
date
by
which
thefinancial
statements
and
Compliance
Certificate
for
the
Fiscal
Quarter
ending
December
31,
2017,
are
required
to
be
delivered
shall
be
at
Level
II
as
set
forth
onSchedule
I
.
In
the
event
that
any
financial
statement
or
Compliance
Certificate
delivered
hereunder
is
shown
to
be
inaccurate
(regardless
of
whether
thisAgreement
or
the
Commitments
are
in
effect
when
such
inaccuracy
is
discovered),
and
such
inaccuracy,
if
corrected,
would
have
led
to
the
application
of
a
higherApplicable
Percentage
based
upon
the
pricing
grid
set
forth
on
Schedule
I
(the
“
Accurate
Applicable
Percentage
”)
for
any
period
that
such
financial
statement
orCompliance
Certificate
covered,
then
(i)
Parent
shall
immediately
deliver
to
the
Administrative
Agent
a
correct
financial
statement
or
Compliance
Certificate,
asthe
case
may
be,
for
such
period,
(ii)
the
Applicable
Percentage
shall
be
adjusted
such
that
after
giving
effect
to
the
corrected
financial
statement
or
ComplianceCertificate,
as
the
case
may
be,
the
Applicable
Percentage
shall
be
reset
to
the
Accurate
Applicable
Percentage
based
upon
the
pricing
grid
set
forth
on
Schedule
Ifor
such
period
and
(iii)
the
Borrower
shall
immediately
pay
to
the
Administrative
Agent,
for
the
account
of
the
Lenders,
the
accrued
additional
commitment
feeowing
as
a
result
of
such
Accurate
Applicable
Percentage
for
such
period.
The
provisions
of
this
definition
shall
not
limit
the
rights
of
the
Administrative
Agentand
the
Lenders
with
respect
to
Section
2.13(c)
or
Article
VIII
.“
Approved
Fund
”
shall
mean
any
Person
(other
than
a
natural
Person)
that
is
(or
will
be)
engaged
in
making,
purchasing,
holding
or
otherwiseinvesting
in
commercial
loans
and
similar
extensions
of
credit
in
the
ordinary
course
of
its
business
and
that
is
administered
or
managed
by
(i)
a
Lender,
(ii)
anAffiliate
of
a
Lender
or
(iii)
an
entity
or
an
Affiliate
of
an
entity
that
administers
or
manages
a
Lender.“
Assignment
and
Assumption
”
shall
mean
an
assignment
and
assumption
entered
into
by
a
Lender
and
an
Eligible
Assignee
(with
the
consentof
any
party
whose
consent
is
required
by
Section
10.4(b)
)
and
accepted
by
the
Administrative
Agent,
in
substantially
the
form
of
Exhibit
A
attached
hereto
or
anyother
form
approved
by
the
Administrative
Agent.“
Availability
Period
” shall
mean
the
period
from
the
Restatement
Date
to
but
excluding
the
Revolving
Commitment
Termination
Date.“
Bail-In
Action
”
shall
mean
the
exercise
of
any
Write-Down
and
Conversion
Powers
by
the
applicable
EEA
Resolution
Authority
in
respect
ofany
liability
of
an
EEA
Financial
Institution.“
Bail-In
Legislation
”
shall
mean,
with
respect
to
any
EEA
Member
Country
implementing
Article
55
of
Directive
2014/59/EU
of
the
EuropeanParliament
and
of
the
Council
of
the
European
Union,
the
implementing
law
for
such
EEA
Member
Country
from
time
to
time
which
is
described
in
the
EU
Bail-In
Legislation
Schedule.“
Bank
Product
Obligations
”
shall
mean,
collectively,
all
obligations
and
other
liabilities
of
any
Loan
Party
to
any
Bank
Product
Providerarising
with
respect
to
any
Bank
Products.“
Bank
Product
Provider
”
shall
mean
any
Person
that,
at
the
time
it
provides
any
Bank
Product
to
any
Loan
Party,
(i)
is
a
Lender
or
an
Affiliateof
a
Lender
and
(ii)
except
when
the
Bank
Product
Provider
is
SunTrust
Bank
and
its
Affiliates,
has
provided
concurrent
or
subsequent
written
notice
to
theAdministrative
Agent
which
has
been
acknowledged
by
the
Borrower
of
(x)
the
existence
of
such
Bank
Product,
(y)
the
maximum
dollar
amount
of
obligationsarising
thereunder
(the
“
Bank
Product3Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Amount
”)
and
(z)
the
methodology
to
be
used
by
such
parties
in
determining
the
obligations
under
such
Bank
Product
from
time
to
time
(
provided
,
however
,Bank
Product
Obligations
shall
be
excluded
from
the
application
of
proceeds
described
in
Section
8.2
until
the
Administrative
Agent
has
received
written
noticeand
such
supporting
documentation
as
described
above
from
the
Bank
Product
Provider).
In
no
event
shall
any
Bank
Product
Provider
acting
in
such
capacity
bedeemed
a
Lender
for
purposes
hereof
to
the
extent
of
and
as
to
Bank
Products
except
that
each
reference
to
the
term
“Lender”
in
Article
IX
and
Section
10.3(b)shall
be
deemed
to
include
such
Bank
Product
Provider
and
in
no
event
shall
the
approval
of
any
such
person
in
its
capacity
as
Bank
Product
Provider
be
requiredin
connection
with
the
release
or
termination
of
any
security
interest
or
Lien
of
the
Administrative
Agent.
The
Bank
Product
Amount
may
be
changed
from
time
totime
upon
written
notice
to
the
Administrative
Agent
by
the
applicable
Bank
Product
Provider.
No
Bank
Product
Amount
may
be
established
at
any
time
that
aDefault
or
Event
of
Default
exists.“
Bank
Products
”
shall
mean
any
of
the
following
services
provided
to
any
Loan
Party
by
any
Bank
Product
Provider:
(a)
any
treasury
or
othercash
management
services,
including
deposit
accounts,
automated
clearing
house
(ACH)
origination
and
other
funds
transfer,
depository
(including
cash
vault
andcheck
deposit),
zero
balance
accounts
and
sweeps,
return
items
processing,
controlled
disbursement
accounts,
positive
pay,
lockboxes
and
lockbox
accounts,account
reconciliation
and
information
reporting,
payables
outsourcing,
payroll
processing,
trade
finance
services,
investment
accounts
and
securities
accounts,
and(b)
card
services,
including
credit
cards
(including
purchasing
cards
and
commercial
cards),
prepaid
cards,
including
payroll,
stored
value
and
gift
cards,
merchantservices
processing,
and
debit
card
services.“
Base
Rate
”
shall
mean
for
any
day
a
rate
per
annum
equal
to
the
highest
of
(i)
the
rate
of
interest
which
the
Administrative
Agent
announcesfrom
time
to
time
as
its
prime
lending
rate,
as
in
effect
from
time
to
time
(the
“
Prime
Rate
”),
(ii)
the
Federal
Funds
Rate,
as
in
effect
from
time
to
time,
plus
one-half
of
one
percent
(0.50%)
per annum and
(iii)
the
Adjusted
LIBO
Rate
determined
on
a
daily
basis
for
an
Interest
Period
of
one
(1)
month,
plus
one
percent(1.00%)
per annum (any
changes
in
such
rates
to
be
effective
as
of
the
date
of
any
change
in
such
rate);
provided
,
that
if
the
Base
Rate
would
otherwise
be
lessthan
zero
percent,
then
the
Base
Rate
shall
be
deemed
to
be
zero
percent.
The
Administrative
Agent’s
prime
lending
rate
is
a
reference
rate
and
does
notnecessarily
represent
the
lowest
or
best
rate
actually
charged
to
any
customer.
The
Administrative
Agent
may
make
commercial
loans
or
other
loans
at
rates
ofinterest
at,
above,
or
below
the
Administrative
Agent’s
prime
lending
rate.
Any
change
in
the
Base
Rate
due
to
a
change
in
the
Prime
Rate,
the
Federal
Funds
Rate,or
the
Adjusted
LIBO
Rate
will
be
effective
from
and
including
the
effective
date
of
such
change
in
the
Prime
Rate,
the
Federal
Funds
Rate,
or
the
Adjusted
LIBORate.“
Beneficial
Owner
”
shall
mean,
with
respect
to
any
amount
paid
hereunder
or
under
any
other
Loan
Document,
the
Person
that
is
the
beneficialowner,
for
U.S.
federal
income
tax
purposes,
of
such
payment.“
Benefit
Plan
”
shall
mean
any
of
(a)
an
“employee
benefit
plan”
(as
defined
in
ERISA)
that
is
subject
to
Title
I
of
ERISA,
(b)
a
“plan”
asdefined
in
Section
4975
of
the
Code
or
(c)
any
person
whose
assets
include
(for
purposes
of
ERISA
Section
3(42)
or
otherwise
for
purposes
of
Title
I
of
ERISA
orSection
4975
of
the
Code)
the
assets
of
any
such
“employee
benefit
plan”
or
“plan”.“
Borrower
”
shall
have
the
meaning
set
forth
in
the
introductory
paragraph
hereof.“
Borrower
Materials
”
shall
mean
all
financial
projections
and
other
information
that
has
been
or
will
be
made
available
to
the
Sole
Arranger
orany
of
the
Lenders
by
the
Parent,
the
Borrower,
or
any
of
their
representatives
(or
on
their
behalf)
in
connection
with
this
Agreement
and
the
transactionscontemplated
hereunder.“
Borrowing
”
shall
mean
a
borrowing
consisting
of
(i)
Loans
of
the
same
Class
and
Type,
made,
converted
or
continued
on
the
same
date
and,in
the
case
of
Eurodollar
Loans,
as
to
which
a
single
Interest
Period
is
in
effect,
or
(ii)
a
Swingline
Loan.“
Business
Day
”
shall
mean
any
day
other
than
(i)
a
Saturday,
Sunday
or
other
day
on
which
commercial
banks
in
Atlanta,
Georgia
or
NewYork,
New
York
are
authorized
or
required
by
law
to
close
and
(ii)
if
such
day
relates
to
a
Borrowing
of,
a
payment
or
prepayment
of
principal
or
interest
on,
aconversion
of
or
into,
or
an
Interest
Period
for,
a
Eurodollar
Loan
or
a
notice
with
respect
to
any
of
the
foregoing,
any
such
day
that
is
also
a
day
on
which
dealingsin
Dollar
deposits
are
not
conducted
by
and
between
banks
in
the
London
interbank
market.“
Capital
Expenditures
”
shall
mean,
for
any
period,
without
duplication,
(i)
the
additions
to
property,
plant
and
equipment
and
other
capitalexpenditures
of
Parent
and
its
Subsidiaries
that
are
(or
would
be)
set
forth
on
a
consolidated
statement
of
cash
flows
of
Parent
for
such
period
prepared
inaccordance
with
GAAP
and
(ii)
Capital
Lease
Obligations
incurred
by
Parent
and
its
Subsidiaries
during
such
period,
excluding
any
expenditure
to
the
extent
suchexpenditure
is
part
of
the
aggregate
amounts
payable
in
connection
with,
or
other
consideration
for,
any
Permitted
Acquisition
consummated
during
or
prior
tosuch
period.4Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.“
Capital
Lease
Obligations
”
of
any
Person
shall
mean
all
obligations
of
such
Person
to
pay
rent
or
other
amounts
under
any
lease
(or
otherarrangement
conveying
the
right
to
use)
of
real
or
personal
property,
or
a
combination
thereof,
which
obligations
are
required
to
be
classified
and
accounted
for
ascapital
leases
on
a
balance
sheet
of
such
Person
under
GAAP,
and
the
amount
of
such
obligations
shall
be
the
capitalized
amount
thereof
determined
in
accordancewith
GAAP.“
Capital
Stock
”
shall
mean
all
shares,
options,
warrants,
general
or
limited
partnership
interests,
membership
interests
or
other
equivalents(regardless
of
how
designated)
of
or
in
a
corporation,
partnership,
limited
liability
company
or
equivalent
entity
whether
voting
or
nonvoting,
including
commonstock,
preferred
stock
or
any
other
“equity
security”
(as
such
term
is
defined
in
Rule
3a11‑1
of
the
General
Rules
and
Regulations
promulgated
by
the
Securitiesand
Exchange
Commission
under
the
Exchange
Act).“
Capped
Adjustments
”
shall
mean
(a)
any
additions
to
Consolidated
EBITDA
pursuant
to
clause
(ii)(G)
of
the
definition
of
such
term,
(b)
anyadditions
to
Consolidated
EBITDA
pursuant
to
clause
(ii)(H)
of
the
definition
of
such
term,
and
(c)
any
Pro
Forma
Capped
Adjustments.“
Cash
Collateralize
”
shall
mean,
in
respect
of
any
obligations,
to
provide
and
pledge
(as
a
first
priority
perfected
security
interest)
cashcollateral
for
such
obligations
in
Dollars
with
the
Administrative
Agent
pursuant
to
documentation
in
form
and
substance
reasonably
satisfactory
to
theAdministrative
Agent
(and
“
Cash
Collateralized
”
and
“
Cash
Collateralization
”
have
the
corresponding
meanings).“
Cash
Equivalents
”
means:(a)



direct
obligations
of,
or
obligations
the
principal
of
and
interest
on
which
are
unconditionally
guaranteed
by,
the
United
States
of
America(or
by
any
agency
thereof
to
the
extent
such
obligations
are
backed
by
the
full
faith
and
credit
of
the
United
States
of
America),
in
each
case
maturing
within
oneyear
from
the
date
of
acquisition
thereof;(b)



investments
in
commercial
paper
maturing
within
270
days
from
the
date
of
acquisition
thereof
and
having,
at
such
date
of
acquisition,
thehighest
credit
rating
obtainable
from
a
Credit
Rating
Agency;(c)



investments
in
certificates
of
deposit,
banker’s
acceptances
and
time
deposits
maturing
within
180
days
from
the
date
of
acquisition
thereofissued
or
guaranteed
by
or
placed
with,
and
money
market
deposit
accounts
issued
or
offered
by,
any
domestic
office
of
any
commercial
bank
organized
under
thelaws
of
the
United
States
of
America
or
any
State
thereof
that
has
a
combined
capital
and
surplus
and
undivided
profits
of
not
less
than
$500,000,000;(d)



fully
collateralized
repurchase
agreements
with
a
term
of
not
more
than
30
days
for
securities
described
in
clause
(a)
above
and
entered
intowith
a
financial
institution
satisfying
the
criteria
described
in
clause
(c)
above;
and(e)



money
market
funds
that
(i)
comply
with
the
criteria
set
forth
in
SEC
Rule
2a-7
under
the
Investment
Company
Act
of
1940,
(ii)
are
ratedAAA
and
Aaa
(or
equivalent
rating)
by
at
least
two
Credit
Rating
Agencies,
and
(iii)
have
portfolio
assets
of
at
least
$5,000,000,000.“
Change
in
Control
”
shall
mean
(a)
the
acquisition
of
beneficial
ownership,
directly
or
indirectly,
by
any
Person
or
group
(such
Person
orgroup,
the
“
Transferee
”)
(excluding
any
Permitted
Holder
or
group
Controlled
by
any
Permitted
Holder)
of
more
than
35%
of
the
aggregate
voting
power
(withequivalent
economic
interests)
of
all
outstanding
classes
or
series
of
the
Parent’s
voting
stock
(“
Total
Voting
Power
”),
unless
either
(i)
the
Permitted
Holdersbeneficially
own
a
majority
of
the
Total
Voting
Power
or
(ii)
if
the
Permitted
Holders
beneficially
own
less
than
a
majority
of
the
Total
Voting
Power,
the
TotalVoting
Power
represented
by
the
shares
beneficially
owned
by
the
Permitted
Holders
exceeds
the
Total
Voting
Power
represented
by
shares
beneficially
owned
bysuch
acquiring
person
or
group;
or
(b)
Parent
ceases
to
own
and
control,
directly
or
indirectly,
beneficially
and
of
record,
100%
of
the
outstanding
shares
of
votingstock
(with
equivalent
economic
interests)
of
Borrower.
For
the
purposes
of
this
definition,
“Control”
shall
mean
the
power,
directly
or
indirectly,
to
direct
or
causethe
direction
of
the
management
and
policies,
or
the
dismissal
or
appointment
of
the
management,
of
a
Person,
whether
through
the
ability
to
exercise
votingpower,
by
contract
or
otherwise.
The
terms
“Controlled
by”
and
“under
common
Control
with”
have
the
meanings
correlative
thereto.“
Change
in
Law
”
shall
mean
the
occurrence,
after
the
date
of
this
Agreement,
of
any
of
the
following:
(i)
the
adoption
or
taking
effect
of
anylaw,
rule,
regulation
or
treaty,
(ii)
any
change
in
any
law,
rule,
regulation
or
treaty,
or
in
the
administration,
interpretation,
implementation
or
application
thereof,by
any
Governmental
Authority,
or
(iii)
the
making
or
issuance
of
any
request,
rule,
guideline
or
directive
(whether
or
not
having
the
force
of
law)
of
anyGovernmental
Authority;
provided
that
notwithstanding
anything
herein
to
the
contrary,
(x)
the
Dodd-Frank
Wall
Street
Reform
and
Consumer
Protection
Act
andall
requests,
rules,
guidelines
or
directives
in
connection
therewith
and
(y)
all
requests,
rules,
guidelines
or
directives
promulgated
by
the
Bank
for
InternationalSettlements,
the
Basel
Committee
on
Banking
Supervision
(or
any
successor
or
similar
authority)5Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.or
the
United
States
or
foreign
regulatory
authorities,
in
each
case
pursuant
to
Basel
III,
shall
in
each
case
be
deemed
to
be
a
“Change
in
Law”,
regardless
of
thedate
enacted,
adopted
or
issued.“
Class
”,
when
used
in
reference
to
any
Loan
or
Borrowing,
refers
to
whether
such
Loan,
or
the
Loans
comprising
such
Borrowing,
areRevolving
Loans,
Swingline
Loans,
or
Incremental
Term
Loans
and
when
used
in
reference
to
any
Commitment,
refers
to
whether
such
Commitment
is
aRevolving
Commitment,
a
Swingline
Commitment,
or
an
Incremental
Term
Loan
commitment.“
Closing
Date
”
shall
mean
October
22,
2015.“
Code
”
shall
mean
the
Internal
Revenue
Code
of
1986,
as
amended
and
in
effect
from
time
to
time.“
Collateral
”
shall
mean
all
tangible
and
intangible
property,
real
and
personal,
of
any
Loan
Party
that
is
or
purports
to
be
the
subject
of
a
Liento
the
Administrative
Agent
to
secure
the
whole
or
any
part
of
the
Obligations
or
any
Guarantee
thereof,
and
shall
include,
without
limitation,
all
casualty
insuranceproceeds
and
condemnation
awards
with
respect
to
any
of
the
foregoing.
In
all
cases,
the
pledging
as
Collateral
of
Capital
Stock
of
any
Foreign
Subsidiary
held
orowned
by
any
Loan
Party
shall
be
limited
to
66%
of
the
issued
and
outstanding
voting
Capital
Stock
and
100%
of
the
issued
and
outstanding
non-voting
CapitalStock
of
such
Foreign
Subsidiary,
as
applicable.“
Collateral
Access
Agreement
”
shall
mean
each
landlord
waiver
or
bailee
agreement
granted
to,
and
in
form
and
substance
reasonablyacceptable
to,
the
Administrative
Agent.“
Collateral
Documents
”
shall
mean,
collectively,
the
Guaranty
and
Security
Agreement,
the
Account
Control
Agreements,
the
Information
andCollateral
Disclosure
Certificate,
all
Copyright
Security
Agreements,
all
Patent
Security
Agreements,
all
Trademark
Security
Agreements,
all
Collateral
AccessAgreements,
all
assignments
of
key
man
life
insurance
policies
and
all
other
instruments
and
agreements
now
or
hereafter
securing
or
perfecting
the
Liens
securingthe
whole
or
any
part
of
the
Obligations
or
any
Guarantee
thereof,
all
UCC
financing
statements,
fixture
filings
and
stock
powers,
and
all
other
documents,instruments,
agreements
and
certificates
executed
and
delivered
by
any
Loan
Party
to
the
Administrative
Agent
and
the
Lenders
in
connection
with
the
foregoing.“
Commitment
”
shall
mean
a
Revolving
Commitment,
a
Swingline
Commitment,
or
an
Incremental
Term
Loan
commitment
or
anycombination
thereof
(as
the
context
shall
permit
or
require).“
Commodity
Exchange
Act
”
shall
mean
the
Commodity
Exchange
Act
(7
U.S.C.
§
1
et
seq
.),
as
amended
and
in
effect
from
time
to
time,
andany
successor
statute.“
Competitor
”
shall
mean,
as
of
any
date,
any
Person
for
which
a
substantial
portion
of
its
business
is
the
online
loan
or
consumer
creditproducts
marketplace
business
or
performance
marketing
for
financial
services
and
who
is
a
competitor
of
Parent
or
any
of
its
Subsidiaries,
which
Person
has
beenidentified
in
writing
to
the
Administrative
Agent
as
a
“Competitor”
and
set
forth
in
that
certain
letter
agreement
dated
as
of
the
Restatement
Date
delivered
by
theBorrower
to
the
Administrative
Agent;
provided
,
that,
after
the
Restatement
Date,
the
Borrower
may
designate
additional
similar
Persons
in
an
updated
letteragreement
as
“Competitors”
for
purposes
of
this
definition
with
the
prior
written
consent
of
the
Administrative
Agent,
which
consent
shall
not
be
unreasonablywithheld,
conditioned
or
delayed;
provided
,
further
,
that
(i)
any
updated
letter
agreement
shall
not
be
effective
until
3
Business
Days
after
delivered
to
theAdministrative
Agent
and
the
Lenders
and
(ii)
no
updated
letter
agreement
shall
have
a
retroactive
effect
on
any
assignment
entered
into
prior
to
the
effectivenessof
such
updated
letter
agreement.“
Compliance
Certificate
”
shall
mean
a
certificate
from
the
principal
executive
officer
or
a
Financial
Officer
of
Parent
in
the
form
of,
andcontaining
the
certifications
set
forth
in,
the
certificate
attached
hereto
as
Exhibit
5.1
(c)
.“
Connection
Income
Taxes
”
shall
mean
Other
Connection
Taxes
that
are
imposed
on
or
measured
by
net
income
(however
denominated)
orthat
are
franchise
Taxes
or
branch
profits
Taxes.“
Consolidated
EBITDA
”
shall
mean,
for
Parent
and
its
Subsidiaries
for
any
period,
an
amount
equal
to
the
sum
of
(i)
Consolidated
Net
Incomefor
such
period
plus
(ii)
to
the
extent
deducted
in
determining
Consolidated
Net
Income
for
such
period,
and
without
duplication,
(A)
Consolidated
InterestExpense,
(B)
income
tax
expense
determined
on
a
consolidated
basis
in
accordance
with
GAAP,
(C)
depreciation
and
amortization
determined
on
a
consolidatedbasis
in
accordance
with
GAAP,
including,
without
limitation,
amortization
of
intangible
assets
acquired
through
Acquisitions,
(D)
non-cash
compensationexpenses
including,
without
limitation,
non-cash
expenses
incurred
pursuant
to
any
management
equity
plan,
stock
option
plan
or
any
other
stock
subscription
orshareholder
agreement
resulting
from
the
grant
of
stock
options
or
other
equity-based
incentives
to
any
director,
officer
or
employee
of
Parent
or
any
of
theSubsidiaries
or
incurred
pursuant
to
other
stock-settled
obligations,
(E)
non-cash
asset
impairment
charges
(excluding,
for
the
avoidance
of
doubt,
any
write-downof
accounts
receivable
or
any6Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.additions
to
bad
debt
expense),
(F)
losses
on
sales,
dispositions
or
abandonments
of
assets,
in
each
case,
outside
the
ordinary
course
of
business,
(G)
any
non-recurring
restructuring,
severance
and
similar
charges,
costs
and
expenses
(including,
without
limitation,
severance,
relocation
or
lease
termination
costs
andacquisition
integration
costs)
for
such
period,
provided
that
the
amount
of
charges,
costs
and
expenses
added
back
pursuant
to
this
clause
(G)
for
such
period,together
with
the
aggregate
amount
of
all
other
Capped
Adjustments
for
such
period,
shall
not
exceed
20%
of
Consolidated
EBITDA
for
such
period
determinedprior
to
giving
effect
to
any
addback
for
any
Capped
Adjustments,
(H)
litigation
settlements
and
contingencies
and
legal
fees
for
certain
patent
litigation,
providedthat
the
amount
of
charges,
costs
and
expenses
added
back
pursuant
to
this
clause
(H)
for
such
period,
together
with
the
aggregate
amount
of
all
other
CappedAdjustments
for
such
period,
shall
not
exceed
20%
of
Consolidated
EBITDA
for
such
period
determined
prior
to
giving
effect
to
any
addback
for
any
CappedAdjustments,
(I)
out-of-pocket
transaction
costs,
expenses,
and
fees
(including,
without
limitation,
legal
fees
and
accounting
fees)
incurred
in
connection
with
(1)the
drafting,
negotiation,
and
closing
of
the
Loan
Documents,
including,
without,
limitation,
any
amendment
or
other
modification
thereto,
(2)
the
drafting,negotiation,
and
closing
of
any
Acquisition,
or
(3)
the
restructuring
or
reorganization
of
Parent
and
its
Subsidiaries
to
the
extent
such
restructuring
orreorganization
is
permitted
under
the
Loan
Documents,
(J)
the
amount
of
customary
board,
monitoring,
consulting
or
advisory
fees,
indemnities
and
relatedexpenses
paid
or
accrued
in
such
period,
(K)
charges
for
such
period
recognized
on
changes
in
the
fair
value
of
contingent
consideration
payable
by,
and
non-cashcharges
for
such
period
recognized
on
changes
in
the
fair
value
of
the
noncontrolling
interest
in
any
acquiree
acquired
by,
Parent
or
any
Subsidiary
of
Parent
in
anybusiness
combination,
and
(L)
other
non-recurring
charges,
costs
and
expenses
for
such
period
(it
being
understood
that
items
of
the
type
referred
to
in
clause
(G)may
only
be
added
back
pursuant
to
clause
(G)
and
not
this
clause
(L));
provided
that,
for
purposes
of
calculating
compliance
with
the
financial
covenant
set
forthin
Article
VI
,
to
the
extent
that
during
such
period
any
Loan
Party
shall
have
consummated
a
Permitted
Acquisition,
or
any
sale,
transfer
or
other
disposition
ofany
Person,
business,
property
or
assets,
Consolidated
EBITDA
shall
be
calculated
on
a
Pro
Forma
Basis
with
respect
to
such
Person,
business,
property
or
assetsso
acquired
or
disposed
of;
provided
,
further
,
that
the
additions
to
Consolidated
EBITDA
set
forth
in
the
foregoing
clauses
(A)
through
(L),
as
well
as
anyadjustments
to
Consolidated
EBITDA
under
the
Pro
Forma
Basis
definition,
will
be
set
forth
in
a
certificate
of
a
Responsible
Officer
of
Parent
in
form
andsubstance
satisfactory
to
the
Administrative
Agent.Notwithstanding
the
foregoing,
for
the
following
Fiscal
Quarters,
Consolidated
EBITDA
will
be
deemed
to
be
as
follows:
for
the
Fiscal
Quarter
ended
onDecember
31,
2016,
$21,127,577,
for
the
Fiscal
Quarter
ended
on
March
31,
2017,
$25,162,781,
for
the
Fiscal
Quarter
ended
on
June
30,
2017,
$28,589,226,
andfor
the
Fiscal
Quarter
ended
on
September
30,
2017,
$35,433,032.“
Consolidated
Interest
Expense
”
shall
mean,
for
Parent
and
its
Subsidiaries
for
any
period,
determined
on
a
consolidated
basis
in
accordancewith
GAAP,
the
sum
of
(i)
total
interest
expense,
including,
without
limitation,
the
interest
component
of
any
payments
in
respect
of
Capital
Lease
Obligations,capitalized
or
expensed
during
such
period
(whether
or
not
actually
paid
during
such
period)
plus
(ii)
the
net
amount
payable
(or
minus
the
net
amount
receivable)with
respect
to
Hedging
Transactions
during
such
period
(whether
or
not
actually
paid
or
received
during
such
period).“
Consolidated
Net
Income
”
shall
mean,
for
Parent
and
its
Subsidiaries
for
any
period,
the
net
income
(or
loss)
of
Parent
and
its
Subsidiaries
forsuch
period
determined
on
a
consolidated
basis
in
accordance
with
GAAP,
but
excluding
therefrom
(to
the
extent
otherwise
included
therein)
(i)
any
extraordinarygains
or
losses,
(ii)

income
or
loss
from
discontinued
operations,
(iii)
any
gains
attributable
to
write-ups
of
assets
or
the
sale
of
assets
(other
than
the
sale
ofinventory
in
the
ordinary
course
of
business),
(iv)
any
equity
interest
of
Parent
or
any
Subsidiary
of
Parent
in
the
unremitted
earnings
of
any
Person
that
is
not
aSubsidiary,
(v)
any
income
(or
loss)
of
any
Person
accrued
prior
to
the
date
it
becomes
a
Subsidiary
or
is
merged
into
or
consolidated
with
Parent
or
any
Subsidiaryor
the
date
that
such
Person’s
assets
are
acquired
by
Parent
or
any
Subsidiary
and
(vi)
any
income
(or
loss)
from
the
early
extinguishment
or
modification
of
debt.“
Consolidated
Revenues
”
shall
mean,
for
any
period,
the
aggregate
revenues
of
Parent
and
the
Subsidiaries,
determined
on
a
consolidated
basisin
accordance
with
GAAP.“
Consolidated
Senior
Secured
Debt
”
shall
mean,
as
of
any
date,
the
amount
of
Consolidated
Total
Funded
Debt
that
is
secured
by
a
Lien
on
anyasset
or
property
of
Parent
or
any
of
its
Subsidiaries.“
Consolidated
Total
Assets
”
shall
mean,
at
any
time,
the
consolidated
total
assets
of
Parent
and
its
Subsidiaries,
as
such
amount
would
appearon
a
consolidated
balance
sheet
of
Parent
prepared
as
of
such
date
in
accordance
with
GAAP.“
Consolidated
Total
Funded
Debt
”
shall
mean,
as
of
any
date,
all
Indebtedness
of
Parent
and
its
Subsidiaries
described
in
clauses
(i),
(ii),
(iv)(but
only
to
the
extent
such
Indebtedness
is
due
and
payable
but
remains
unpaid),
(vi),
and
(vii)
of
the
definition
of
Indebtedness
herein
(excluding
anyintercompany
Indebtedness),
measured
on
a
consolidated
basis
as
of
such
date.7Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Notwithstanding
the
foregoing,
for
purposes
of
calculating
the
Consolidated
Total
Net
Leverage
Ratio
and
the
Senior
Secured
Net
Leverage
Ratio
in
connectionwith
any
“incurrence
test”
set
forth
in
(a)
the
definition
of
“Maximum
Incremental
Commitment
Amount,”
(b)
the
definition
of
“Permitted
Acquisition,”
(c)
thedefinition
of
“Permitted
Specified
Real
Estate
Finance
Transaction,”
(d)
Section
2.23
,
(e)
Section
7.1
,
(f)
Section
7.4
,
(g)
Section
7.5
,
or
(h)
Section
7.6
,
theConsolidated
Total
Funded
Debt
in
such
calculations
shall
include
all
Indebtedness
of
Parent
and
its
Subsidiaries
described
in
clause
(iv)
of
the
definition
ofIndebtedness.“
Consolidated
Total
Net
Leverage
Ratio
”
shall
mean,
as
of
any
date,
the
ratio
of
(a)
the
sum
of
(i)
Consolidated
Total
Funded
Debt
as
of
suchdate
minus
(ii)
an
aggregate
amount
of
Parent
and
its
Subsidiaries’
unrestricted
cash
and
Cash
Equivalents
located
in
the
United
States
not
to
exceed
$50,000,000(in
each
case,
that
are
free
and
clear
of
all
Liens
(other
than
Liens
securing
Obligations))
as
of
such
date
to
(b)
Consolidated
EBITDA
for
the
four
consecutiveFiscal
Quarters
ending
on
such
date.“
Contractual
Obligation
”
of
any
Person
shall
mean
any
provision
of
any
security
issued
by
such
Person
or
of
any
agreement,
instrument
orundertaking
under
which
such
Person
is
obligated
or
by
which
it
or
any
of
the
property
in
which
it
has
an
interest
is
bound.“
Controlled
Account
”
shall
have
the
meaning
set
forth
in
Section
5.11
.“
Copyright
”
shall
have
the
meaning
assigned
to
such
term
in
the
Guaranty
and
Security
Agreement.“
Copyright
Security
Agreement
”
shall
mean
any
Copyright
Security
Agreement
executed
by
a
Loan
Party
owning
registered
Copyrights
orapplications
for
Copyrights
in
favor
of
the
Administrative
Agent
for
the
benefit
of
the
Secured
Parties,
both
on
the
Closing
Date
and
thereafter.“
Credit
Rating
Agency
”
means
a
nationally
recognized
credit
rating
agency
that
evaluates
the
financial
condition
of
issuers
of
debt
instrumentsand
then
assigns
a
rating
that
reflects
its
assessment
of
the
issuer’s
ability
to
make
debt
payments.“
Current
Assets
”
shall
mean
all
current
assets
of
Parent
and
its
Subsidiaries
as
of
any
date
of
determination
calculated
in
accordance
withGAAP,
but
excluding
cash,
Cash
Equivalents
and
debts
due
from
Affiliates.“
Current
Liabilities
”
shall
mean
all
liabilities
of
Parent
and
its
Subsidiaries
that
should,
in
accordance
with
GAAP,
be
classified
as
currentliabilities
as
of
any
date
of
determination,
and
in
any
event
including
all
Indebtedness
payable
on
demand
or
within
one
year
from
such
date
of
determinationwithout
any
option
on
the
part
of
the
obligor
to
extend
or
renew
beyond
such
year
and
all
accruals
for
federal
or
other
taxes
based
on
or
measured
by
income
andpayable
within
such
year,
but
excluding
the
current
portion
of
long-term
debt
required
to
be
paid
within
one
year
and
the
aggregate
outstanding
principal
balance
ofthe
Revolving
Loans
and
the
Swingline
Loans.“
Debtor
Relief
Laws
”
shall
mean
the
Bankruptcy
Code
of
the
United
States
of
America,
and
all
other
liquidation,
conservatorship,
bankruptcy,assignment
for
the
benefit
of
creditors,
moratorium,
rearrangement,
receivership,
insolvency,
reorganization,
or
similar
debtor
relief
Laws
of
the
United
States
orother
applicable
jurisdictions
from
time
to
time
in
effect.“
Default
”
shall
mean
any
condition
or
event
that,
with
the
giving
of
notice
or
the
lapse
of
time
or
both,
would
constitute
an
Event
of
Default.“
Default
Interest
”
shall
have
the
meaning
set
forth
in
Section
2.13(c
).“
Defaulting
Lender
”
shall
mean,
subject
to
Section
2.26(c)
,
any
Lender
that
(a)
has
failed
to
(i)
fund
all
or
any
portion
of
its
Loans
within
two(2)
Business
Days
of
the
date
such
Loans
were
required
to
be
funded
hereunder
unless
such
Lender
notifies
the
Administrative
Agent
and
the
Borrower
in
writingthat
such
failure
is
the
result
of
such
Lender’s
determination
that
one
or
more
conditions
precedent
to
funding
(each
of
which
conditions
precedent,
together
withany
applicable
default,
shall
be
specifically
identified
in
such
writing)
has
not
been
satisfied,
or
(ii)
pay
to
the
Administrative
Agent,
any
Issuing
Bank,
anySwingline
Lender
or
any
other
Lender
any
other
amount
required
to
be
paid
by
it
hereunder
(including
in
respect
of
its
participation
in
Letters
of
Credit
orSwingline
Loans)
within
two
(2)
Business
Days
of
the
date
when
due,
(b)
has
notified
the
Borrower,
the
Administrative
Agent
or
any
Issuing
Bank
or
SwinglineLender
in
writing
that
it
does
not
intend
to
comply
with
its
funding
obligations
hereunder,
or
has
made
a
public
statement
to
that
effect
(unless
such
writing
orpublic
statement
relates
to
such
Lender’s
obligation
to
fund
a
Loan
hereunder
and
states
that
such
position
is
based
on
such
Lender’s
determination
that
a
conditionprecedent
to
funding
(which
condition
precedent,
together
with
any
applicable
default,
shall
be
specifically
identified
in
such
writing
or
public
statement)
cannot
besatisfied),
(c)
has
failed,
within
three
(3)
Business
Days
after
written
request
by
the
Administrative
Agent
or
the
Borrower,
to
confirm
in
writing
to
theAdministrative
Agent
and
the
Borrower
that
it
will
comply
with
its
prospective
funding
obligations
hereunder
(provided
that
such
Lender
shall
cease
to
be
aDefaulting
Lender
pursuant
to
this
clause
(c)
upon8Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.receipt
of
such
written
confirmation
by
the
Administrative
Agent
and
the
Borrower),
or
(d)
has,
or
has
a
direct
or
indirect
parent
company
that
has,
(i)
become
thesubject
of
a
proceeding
under
any
Debtor
Relief
Law,
(ii)
had
appointed
for
it
a
receiver,
custodian,
conservator,
trustee,
administrator,
assignee
for
the
benefit
ofcreditors
or
similar
Person
charged
with
reorganization
or
liquidation
of
its
business
or
assets,
including
the
Federal
Deposit
Insurance
Corporation
or
any
otherstate
or
federal
regulatory
authority
acting
in
such
a
capacity
or
(iii)
become
the
subject
of
a
Bail-in
Action;
provided
that
a
Lender
shall
not
be
a
Defaulting
Lendersolely
by
virtue
of
the
ownership
or
acquisition
of
any
equity
interest
in
that
Lender
or
any
direct
or
indirect
parent
company
thereof
by
a
Governmental
Authorityso
long
as
such
ownership
interest
does
not
result
in
or
provide
such
Lender
with
immunity
from
the
jurisdiction
of
courts
within
the
United
States
or
from
theenforcement
of
judgments
or
writs
of
attachment
on
its
assets
or
permit
such
Lender
(or
such
Governmental
Authority)
to
reject,
repudiate,
disavow
or
disaffirmany
contracts
or
agreements
made
with
such
Lender.
Any
determination
by
the
Administrative
Agent
that
a
Lender
is
a
Defaulting
Lender
under
clauses
(a)through
(d)
above
shall
be
conclusive
and
binding
absent
manifest
error,
and
such
Lender
shall
be
deemed
to
be
a
Defaulting
Lender
(subject
to
Section
2.26(b)
)upon
delivery
of
written
notice
of
such
determination
to
the
Borrower,
each
Issuing
Bank,
each
Swingline
Lender
and
each
Lender.“
Disqualified
Capital
Stock
”
shall
mean,
with
respect
to
any
Person,
any
Capital
Stock
that
by
its
terms
(or
by
the
terms
of
any
other
CapitalStock
into
which
it
is
convertible
or
exchangeable)
or
otherwise
(i)
matures
(other
than
as
a
result
of
a
voluntary
redemption
or
repurchase
by
the
issuer
of
suchCapital
Stock)
or
is
subject
to
mandatory
redemption
or
repurchase
(other
than
solely
for
Capital
Stock
that
is
not
Disqualified
Capital
Stock)
pursuant
to
a
sinkingfund
obligation
or
otherwise;
or
(ii)
is
convertible
into
or
exchangeable
or
exercisable
for
Indebtedness
or
any
Disqualified
Capital
Stock
at
the
option
of
the
holderthereof;
or
(iii)
may
be
required
to
be
redeemed
or
repurchased
at
the
option
of
the
holder
thereof
(other
than
solely
for
Capital
Stock
that
is
not
DisqualifiedCapital
Stock),
in
whole
or
in
part,
in
each
case
specified
in
(i),
(ii)
or
(iii)
above
on
or
prior
to
the
date
that
is
ninety
one
days
after
the
Maturity
Date;
or
(d)provides
for
scheduled
payments
of
dividends
to
be
made
in
cash.“
Disqualified
Institution
”
shall
mean
(a)
any
Disqualified
Lender
and
(b)
any
Competitor.“
Disqualified
Lender
”
shall
mean
each
Person
previously
identified
in
writing
to
the
Administrative
Agent
and
set
forth
in
that
certain
letteragreement
dated
as
of
the
Restatement
Date
delivered
by
the
Borrower
to
the
Administrative
Agent,
and
each
of
such
Person’s
Affiliates.“
Dollar(s)
”
and
the
sign
“
$
”
shall
mean
lawful
money
of
the
United
States.“
Domestic
Subsidiary
”
shall
mean
each
Subsidiary
of
Parent
that
is
organized
under
the
laws
of
the
United
States
or
any
state
or
districtthereof.“
EEA
Financial
Institution
”
shall
mean
(a)
any
credit
institution
or
investment
firm
established
in
any
EEA
Member
Country
which
is
subjectto
the
supervision
of
an
EEA
Resolution
Authority,
(b)
any
entity
established
in
an
EEA
Member
Country
which
is
a
parent
of
an
institution
described
in
clause
(a)of
this
definition,
or
(c)
any
financial
institution
established
in
an
EEA
Member
Country
which
is
a
subsidiary
of
an
institution
described
in
clauses
(a)
or
(b)
of
thisdefinition
and
is
subject
to
consolidated
supervision
with
its
parent.“
EEA
Member
Country
”
shall
mean
any
of
the
member
states
of
the
European
Union,
Iceland,
Liechtenstein,
and
Norway.“
EEA
Resolution
Authority
”
shall
mean
any
public
administrative
authority
or
any
Person
entrusted
with
public
administrative
authority
of
anyEEA
Member
Country
(including
any
delegee)
having
responsibility
for
the
resolution
of
any
EEA
Financial
Institution.“
Eligible
Assignee
”
shall
mean
any
Person
that
meets
the
requirements
to
be
an
assignee
under
Section
10.4
(subject
to
such
consents,
if
any,
asmay
be
required
under
Section
10.4(b)(iii)
).“
Environmental
Laws
”
shall
mean
all
laws,
rules,
regulations,
codes,
ordinances,
orders,
decrees,
judgments,
injunctions,
notices
or
bindingagreements
issued,
promulgated
or
entered
into
by
or
with
any
Governmental
Authority
relating
in
any
way
to
the
environment,
preservation
or
reclamation
ofnatural
resources,
the
management,
Release
or
threatened
Release
of
any
Hazardous
Material
or
to
health
and
safety
matters.“
Environmental
Liability
”
shall
mean
any
liability,
contingent
or
otherwise
(including
any
liability
for
damages,
costs
of
environmentalinvestigation
and
remediation,
costs
of
administrative
oversight,
fines,
natural
resource
damages,
penalties
or
indemnities),
of
Parent
or
any
of
its
Subsidiariesdirectly
or
indirectly
resulting
from
or
based
upon
(i)
any
actual
or
alleged
violation
of
any
Environmental
Law,
(ii)
the
generation,
use,
handling,
transportation,storage,
treatment
or
disposal
of
any
Hazardous
Materials,
(iii)
any
actual
or
alleged
exposure
to
any
Hazardous
Materials,
(iv)
the
Release
or
threatened
Release
of9Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.any
Hazardous
Materials
or
(v)
any
contract,
agreement
or
other
consensual
arrangement
pursuant
to
which
liability
is
assumed
or
imposed
with
respect
to
any
ofthe
foregoing.“
ERISA
”
shall
mean
the
Employee
Retirement
Income
Security
Act
of
1974,
as
amended
from
time
to
time,
and
any
successor
statute
and
theregulations
promulgated
and
rulings
issued
thereunder.“
ERISA
Affiliate
”
shall
mean
any
person
that
for
purposes
of
Title
I
or
Title
IV
of
ERISA
or
Section
412
of
the
Code
would
be
deemed
at
anyrelevant
time
to
be
a
“single
employer”
or
otherwise
aggregated
with
Parent
or
any
of
its
Subsidiaries
under
Section
414(b),
(c),
(m)
or
(o)
of
the
Code
or
Section4001
of
ERISA.“
ERISA
Event
”
shall
mean
(i)
any
“reportable
event”
as
defined
in
Section
4043
of
ERISA
with
respect
to
a
Plan
(other
than
an
event
as
towhich
the
PBGC
has
waived
under
subsection
.22,
.23,
.25,
.27
or
.28
of
PBGC
Regulation
Section
4043
the
requirement
of
Section
4043(a)
of
ERISA
that
it
benotified
of
such
event);
(ii)
any
failure
to
make
a
required
contribution
to
any
Plan
that
would
result
in
the
imposition
of
a
lien
or
other
encumbrance
or
theprovision
of
security
under
Section
430
of
the
Code
or
Section
303
or
4068
of
ERISA,
or
the
arising
of
such
a
lien
or
encumbrance,
there
being
or
arising
any“unpaid
minimum
required
contribution”
or
“accumulated
funding
deficiency”
(as
defined
or
otherwise
set
forth
in
Section
4971
of
the
Code
or
Part
3
of
Subtitle
Bof
Title
1
of
ERISA),
whether
or
not
waived,
or
any
filing
of
any
request
for
or
receipt
of
a
minimum
funding
waiver
under
Section
412
of
the
Code
or
Section
303of
ERISA
with
respect
to
any
Plan
or
Multiemployer
Plan,
or
that
such
filing
may
be
made,
or
any
determination
that
any
Plan
is,
or
is
expected
to
be,
in
at-riskstatus
under
Title
IV
of
ERISA;
(iii)
any
incurrence
by
Parent,
any
of
its
Subsidiaries
or
any
of
their
respective
ERISA
Affiliates
of
any
liability
under
Title
IV
ofERISA
with
respect
to
any
Plan
or
Multiemployer
Plan
(other
than
for
premiums
due
and
not
delinquent
under
Section
4007
of
ERISA);
(iv)
any
institution
ofproceedings,
or
the
occurrence
of
an
event
or
condition
which
would
reasonably
be
expected
to
constitute
grounds
for
the
institution
of
proceedings
by
the
PBGC,under
Section
4042
of
ERISA
for
the
termination
of,
or
the
appointment
of
a
trustee
to
administer,
any
Plan;
(v)
any
incurrence
by
Parent,
any
of
its
Subsidiaries
orany
of
their
respective
ERISA
Affiliates
of
any
liability
with
respect
to
the
withdrawal
or
partial
withdrawal
from
any
Plan
or
Multiemployer
Plan,
or
the
receipt
byParent,
any
of
its
Subsidiaries
or
any
of
their
respective
ERISA
Affiliates
of
any
notice
that
a
Multiemployer
Plan
is
in
endangered
or
critical
status
under
Section305
of
ERISA;
(vi)
any
receipt
by
Parent,
any
of
its
Subsidiaries
or
any
of
their
respective
ERISA
Affiliates
of
any
notice,
or
any
receipt
by
any
MultiemployerPlan
from
Parent,
any
of
its
Subsidiaries
or
any
of
their
respective
ERISA
Affiliates
of
any
notice,
concerning
the
imposition
of
Withdrawal
Liability
or
adetermination
that
a
Multiemployer
Plan
is,
or
is
expected
to
be,
insolvent
or
in
reorganization,
within
the
meaning
of
Title
IV
of
ERISA;
(vii)
engaging
in
a
non-exempt
prohibited
transaction
within
the
meaning
of
Section
4975
of
the
Code
or
Section
406
of
ERISA;
or
(viii)
any
filing
of
a
notice
of
intent
to
terminate
anyPlan
if
such
termination
would
require
material
additional
contributions
in
order
to
be
considered
a
standard
termination
within
the
meaning
of
Section
4041(b)
ofERISA,
any
filing
under
Section
4041(c)
of
ERISA
of
a
notice
of
intent
to
terminate
any
Plan,
or
the
termination
of
any
Plan
under
Section
4041(c)
of
ERISA.“
EU
Bail-In
Legislation
Schedule
”
shall
mean
the
EU
Bail-In
Legislation
Schedule
published
by
the
Loan
Market
Association
(or
anysuccessor
Person),
as
in
effect
from
time
to
time.“
Eurodollar
”,
when
used
in
reference
to
any
Loan
or
Borrowing,
refers
to
whether
such
Loan,
or
the
Loans
comprising
such
Borrowing,
bearsinterest
at
a
rate
determined
by
reference
to
the
Adjusted
LIBO
Rate.“
Event
of
Default
”
shall
have
the
meaning
set
forth
in
Section
8.1
.“
Excess
Cash
Flow
”
shall
mean,
without
duplication,
with
respect
to
any
Fiscal
Year
of
Parent
and
its
Subsidiaries,
Consolidated
Net
Incomeplus
(a)
depreciation,
amortization,
income
taxes
and
Consolidated
Interest
Expense
to
the
extent
deducted
in
determining
Consolidated
Net
Income,
plus
decreasesor
minus
increases
(as
the
case
may
be)
in
(b)
Working
Capital,
minus
(c)
Unfinanced
Cash
Capital
Expenditures
during
such
Fiscal
Year,
minus
(d)
interestexpense
paid
in
cash
and
scheduled
principal
payments
paid
in
cash
in
respect
of
Consolidated
Total
Funded
Debt
(excluding
prepayments
of
Revolving
Loans
andSwingline
Loans),
minus
(e)
voluntary
prepayments
of
any
Incremental
Term
Loans
pursuant
hereto
and,
solely
to
the
extent
accompanied
by
a
permanentreduction
in
the
Aggregate
Revolving
Commitments
in
accordance
with
Section
2.8
,
voluntary
prepayments
of
the
Revolving
Loans,
plus
(in
the
case
of
gains)
orminus
(in
the
case
of
losses)
(f)
extraordinary
gains
or
losses
which
are
cash
items
not
included
in
the
calculation
of
Consolidated
Net
Income,
minus
(g)
incometaxes
paid
in
cash,
except
to
the
extent
such
income
taxes
were
deducted
from
Excess
Cash
Flow
for
a
prior
fiscal
period
as
a
reserve,
minus
(h)
Acquisitions,Restricted
Payments,
and
Investments
(other
than
an
Investment
in
cash
or
Cash
Equivalents),
in
each
case,
that
are
permitted
hereunder
and
made
in
cash
duringsuch
Fiscal
Year
by
Parent
and
its
Subsidiaries
except
to
the
extent
that
such
Acquisitions,
Restricted
Payments,
and
Investments
were
financed
with
the
proceedsof
Indebtedness
(other
than
Revolving
Loans)
or
the
proceeds
of
equity
issuances.“
Exchange
Act
”
shall
mean
the
Securities
Exchange
Act
of
1934,
as
amended
and
in
effect
from
time
to
time.10Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.“
Excluded
Accounts
”
shall
mean
any
deposit,
commodities
or
securities
account
(a)
that
is
used
for
payroll,
payroll
taxes
and
other
employeewage
and
benefit
payments;
(b)
that
is
a
trust,
fiduciary,
escrow
or
tax
payment
account;
(c)
that
is
used
solely
for
deposits
expressly
permitted
under
Section7.2(m)
,
(d)
that
is
a
deposit
account
subject
to
a
zero
balance
cash
sweep
into
a
deposit
account
subject
to
a
control
agreement;
or
(e)
any
other
accounts
of
theLoan
Parties
which
do
not
at
any
time
have
cash,
investment
property,
or
other
amounts,
including
Cash
Equivalents,
on
deposit
therein
in
excess
of
$2,000,000,individually,
or
$7,500,000
in
the
aggregate
for
all
such
accounts.“
Excluded
Swap
Obligation
”
shall
mean,
with
respect
to
any
Guarantor,
any
Swap
Obligation
if,
and
to
the
extent
that,
all
or
a
portion
of
theGuarantee
of
such
Guarantor
of,
or
the
grant
by
such
Guarantor
of
a
security
interest
to
secure,
such
Swap
Obligation
(or
any
Guarantee
thereof)
is
or
becomesillegal
under
the
Commodity
Exchange
Act
or
any
rule,
regulation
or
order
of
the
Commodity
Futures
Trading
Commission
(or
the
application
or
officialinterpretation
of
any
thereof)
by
virtue
of
such
Guarantor’s
failure
for
any
reason
to
constitute
an
“eligible
contract
participant”
as
defined
in
the
CommodityExchange
Act
at
the
time
the
Guarantee
of
such
Guarantor
becomes
effective
with
respect
to
such
related
Swap
Obligation.
If
a
Swap
Obligation
arises
under
amaster
agreement
governing
more
than
one
swap,
such
exclusion
shall
apply
only
to
the
portion
of
such
Swap
Obligation
that
is
attributable
to
swaps
for
whichsuch
Guarantee
or
security
interest
is
or
becomes
illegal.“
Excluded
Taxes
”
shall
mean
any
of
the
following
Taxes
imposed
on
or
with
respect
to
a
Recipient
or
required
to
be
withheld
or
deducted
froma
payment
to
a
Recipient,
(a)
Taxes
imposed
on
or
measured
by
net
income
(however
denominated),
franchise
Taxes,
and
branch
profits
Taxes,
in
each
case,
(i)imposed
as
a
result
of
such
Recipient
being
organized
under
the
laws
of,
or
having
its
principal
office
or,
in
the
case
of
any
Lender,
its
applicable
lending
officelocated
in,
the
jurisdiction
imposing
such
Tax
(or
any
political
subdivision
thereof)
or
(ii)
that
are
Other
Connection
Taxes,
(b)
in
the
case
of
a
Lender,
U.S.
federalwithholding
Taxes
imposed
on
amounts
payable
to
or
for
the
account
of
such
Lender
with
respect
to
an
applicable
interest
in
a
Loan
or
Commitment
pursuant
to
alaw
in
effect
on
the
date
on
which
(i)
such
Lender
acquires
such
interest
in
the
Loan
or
Commitment
(other
than
pursuant
to
an
assignment
request
by
the
Borrowerunder
Section
2.25)
or
(ii)
such
Lender
changes
its
lending
office,
except
in
each
case
to
the
extent
that,
pursuant
to
Section
2.20,
amounts
with
respect
to
suchTaxes
were
payable
either
to
such
Lender’s
assignor
immediately
before
such
Lender
became
a
party
hereto
or
to
such
Lender
immediately
before
it
changed
itslending
office,
(c)
Taxes
attributable
to
such
Recipient’s
failure
to
comply
with
Section
2.20
and
(d)
any
U.S.
federal
withholding
Taxes
imposed
under
FATCA.“
FATCA
”
shall
mean
Sections
1471
through
1474
of
the
Code,
as
of
the
date
of
this
Agreement
(or
any
amended
or
successor
version
that
issubstantively
comparable
and
not
materially
more
onerous
to
comply
with),
any
current
or
future
regulations
or
official
interpretations
thereof
and
any
agreementsentered
into
pursuant
to
Section
1471(b)(1)
of
the
Code.“
Federal
Funds
Rate
”
shall
mean,
for
any
day,
the
rate
per annum (rounded
upwards,
if
necessary,
to
the
next
1/100
of
1%)
equal
to
theweighted
average
of
the
rates
on
overnight
Federal
funds
transactions
with
member
banks
of
the
Federal
Reserve
System,
as
published
by
the
Federal
ReserveBank
of
New
York
on
the
next
succeeding
Business
Day
or,
if
such
rate
is
not
so
published
for
any
Business
Day,
the
Federal
Funds
Rate
for
such
day
shall
be
theaverage
(rounded
upwards,
if
necessary,
to
the
next
1/100
of
1%)
of
the
quotations
for
such
day
on
such
transactions
received
by
the
Administrative
Agent
fromthree
Federal
funds
brokers
of
recognized
standing
selected
by
the
Administrative
Agent.“
Fee
Letter
”
shall
mean
that
certain
fee
letter,
dated
as
of
November
1,
2017,
executed
by
SunTrust
Robinson
Humphrey,
Inc.
and
SunTrustBank
and
accepted
by
the
Borrower.“
Financial
Officer
”
shall
mean,
with
respect
to
any
Person,
the
chief
financial
officer,
chief
accounting
officer,
treasurer,
assistant
treasurer,
orcontroller
of
such
Person.“
Fiscal
Quarter
”
shall
mean
any
fiscal
quarter
of
Parent.“
Fiscal
Year
”
shall
mean
any
fiscal
year
of
Parent.“
Foreign
Lender
”
shall
mean
(a)
if
the
Borrower
is
a
U.S.
Person,
a
Lender
that
is
not
a
U.S.
Person,
and
(b)
if
the
Borrower
is
not
a
U.S.Person,
a
Lender
that
is
resident
or
organized
under
the
laws
of
a
jurisdiction
other
than
that
in
which
the
Borrower
is
resident
for
tax
purposes.“
Foreign
Person
”
shall
mean
any
Person
that
is
not
a
U.S.
Person.“
Foreign
Subsidiary
”
shall
mean
each
Subsidiary
of
Parent
that
is
organized
under
the
laws
of
a
jurisdiction
other
than
one
of
the
fifty
states
ofthe
United
States
or
the
District
of
Columbia.“
GAAP
”
shall
mean
generally
accepted
accounting
principles
in
the
United
States
applied
on
a
consistent
basis
and
subject
to
the
terms
ofSection
1.3
.11Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.“
Governmental
Authority
”
shall
mean
the
government
of
the
United
States,
any
other
nation
or
any
political
subdivision
thereof,
whether
stateor
local,
and
any
agency,
authority,
instrumentality,
regulatory
body,
court,
central
bank
or
other
entity
exercising
executive,
legislative,
judicial,
taxing,
regulatoryor
administrative
powers
or
functions
of
or
pertaining
to
government
(including
any
supra-national
bodies
such
as
the
European
Union
or
the
European
CentralBank).“
Guarantee
”
of
or
by
any
Person
(the
“
guarantor
”)
shall
mean
any
obligation,
contingent
or
otherwise,
of
the
guarantor
guaranteeing
or
havingthe
economic
effect
of
guaranteeing
any
Indebtedness
or
other
obligation
of
any
other
Person
(the
“
primary
obligor
”)
in
any
manner,
whether
directly
or
indirectlyand
including
any
obligation,
direct
or
indirect,
of
the
guarantor
(i)
to
purchase
or
pay
(or
advance
or
supply
funds
for
the
purchase
or
payment
of)
suchIndebtedness
or
other
obligation
or
to
purchase
(or
to
advance
or
supply
funds
for
the
purchase
of)
any
security
for
the
payment
thereof,
(ii)
to
purchase
or
leaseproperty,
securities
or
services
for
the
purpose
of
assuring
the
owner
of
such
Indebtedness
or
other
obligation
of
the
payment
thereof,
(iii)
to
maintain
workingcapital,
equity
capital
or
any
other
financial
statement
condition
or
liquidity
of
the
primary
obligor
so
as
to
enable
the
primary
obligor
to
pay
such
Indebtedness
orother
obligation
or
(iv)
as
an
account
party
in
respect
of
any
letter
of
credit
or
letter
of
guaranty
issued
in
support
of
such
Indebtedness
or
obligation;
provided
thatthe
term
“Guarantee”
shall
not
include
endorsements
for
collection
or
deposit
in
the
ordinary
course
of
business.
The
amount
of
any
Guarantee
shall
be
deemed
tobe
an
amount
equal
to
the
stated
or
determinable
amount
of
the
primary
obligation
in
respect
of
which
such
Guarantee
is
made
or,
if
not
so
stated
or
determinable,the
maximum
reasonably
anticipated
liability
in
respect
thereof
(assuming
such
Person
is
required
to
perform
thereunder)
as
determined
by
such
Person
in
goodfaith.
The
term
“Guarantee”
used
as
a
verb
has
a
corresponding
meaning.“
Guarantor
”
shall
mean
Parent
and
each
of
the
Subsidiary
Loan
Parties.“
Guaranty
and
Security
Agreement
”
shall
mean
the
Amended
and
Restated
Guaranty
and
Security
Agreement,
dated
as
of
the
RestatementDate
and
substantially
in
the
form
of
Exhibit
B
,
made
by
the
Loan
Parties
in
favor
of
the
Administrative
Agent
for
the
benefit
of
the
Secured
Parties.“
Hazardous
Materials
”
shall
mean
all
explosive
or
radioactive
substances
or
wastes
and
all
hazardous
or
toxic
substances,
wastes
or
otherpollutants,
including
petroleum
or
petroleum
distillates,
asbestos
or
asbestos
containing
materials,
polychlorinated
biphenyls,
radon
gas,
infectious
or
medicalwastes
and
all
other
substances
or
wastes
of
any
nature
regulated
pursuant
to
any
Environmental
Law.“
Hedging
Obligations
”
of
any
Person
shall
mean
any
and
all
obligations
of
such
Person,
whether
absolute
or
contingent
and
howsoever
andwhensoever
created,
arising,
evidenced
or
acquired
under
(i)
any
and
all
Hedging
Transactions,
(ii)
any
and
all
cancellations,
buy
backs,
reversals,
terminations
orassignments
of
any
Hedging
Transactions
and
(iii)
any
and
all
renewals,
extensions
and
modifications
of
any
Hedging
Transactions
and
any
and
all
substitutionsfor
any
Hedging
Transactions.“
Hedge
Termination
Value
”
shall
mean,
in
respect
of
any
one
or
more
Hedging
Transactions,
after
taking
into
account
the
effect
of
any
legallyenforceable
netting
agreement
relating
to
such
Hedging
Transactions,
(a)
for
any
date
on
or
after
the
date
such
Hedging
Transactions
have
been
closed
out
andtermination
value(s)
determined
in
accordance
therewith,
such
termination
value(s)
and
(b)
for
any
date
prior
to
the
date
referenced
in
clause
(a),
the
amount(s)determined
as
the
mark-to-market
value(s)
for
such
Hedging
Transactions,
as
determined
based
upon
one
or
more
mid-market
or
other
readily
available
quotationsprovided
by
any
recognized
dealer
in
such
Hedging
Transactions
(which
may
include
a
Lender
or
any
Affiliate
of
a
Lender).“
Hedging
Transaction
”
of
any
Person
shall
mean
(a)
any
transaction
(including
an
agreement
with
respect
to
any
such
transaction)
now
existingor
hereafter
entered
into
by
such
Person
that
is
a
rate
swap
transaction,
swap
option,
basis
swap,
forward
rate
transaction,
commodity
swap,
commodity
option,equity
or
equity
index
swap
or
option,
bond
option,
interest
rate
option,
foreign
exchange
transaction,
cap
transaction,
floor
transaction,
collar
transaction,
currencyswap
transaction,
cross-currency
rate
swap
transaction,
currency
option,
spot
transaction,
credit
protection
transaction,
credit
swap,
credit
default
swap,
creditdefault
option,
total
return
swap,
credit
spread
transaction,
repurchase
transaction,
reverse
repurchase
transaction,
buy/sell-back
transaction,
securities
lendingtransaction,
or
any
other
similar
transaction
(including
any
option
with
respect
to
any
of
these
transactions)
or
any
combination
thereof,
whether
or
not
any
suchtransaction
is
governed
by
or
subject
to
any
master
agreement,
and
(b)
any
and
all
transactions
of
any
kind,
and
the
related
confirmations,
which
are
subject
to
theterms
and
conditions
of,
or
governed
by,
any
form
of
master
agreement
published
by
the
International
Swaps
and
Derivatives
Association,
Inc.,
any
InternationalForeign
Exchange
Master
Agreement,
or
any
other
master
agreement
(any
such
master
agreement,
together
with
any
related
schedules,
a
“
Master
Agreement
”),including
any
such
obligations
or
liabilities
under
any
Master
Agreement.“
Increasing
Lender
”
shall
have
the
meaning
set
forth
in
Section
2.23
.“
Incremental
Commitment
”
shall
have
the
meaning
set
forth
in
Section
2.23
.12Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.“
Incremental
Term
Loan
”
shall
have
the
meaning
set
forth
in
Section
2.23
.“
Indebtedness
”
of
any
Person
shall
mean,
without
duplication,
(i)
all
obligations
of
such
Person
for
borrowed
money,
(ii)
all
obligations
of
suchPerson
evidenced
by
bonds,
debentures,
notes
or
other
similar
instruments,
(iii)
all
obligations
of
such
Person
in
respect
of
the
deferred
purchase
price
of
propertyor
services
(other
than
(a)
earnout
obligations
or
similar
deferred
or
contingent
purchase
price
obligations
and
(b)
trade
payables
incurred
in
the
ordinary
course
ofbusiness;
provided
that,
for
purposes
of
Section
8.1(g)
,
trade
payables
overdue
by
more
than
120
days
shall
be
included
in
this
definition
except
to
the
extent
thatany
of
such
trade
payables
are
being
disputed
in
good
faith
and
by
appropriate
measures),
(iv)
earnout
obligations
or
similar
deferred
or
contingent
purchase
priceobligations
to
the
extent
such
obligations
(a)
are
current
obligations
and
(b)
have
become
liabilities
on
the
balance
sheet
of
such
Person
in
accordance
with
GAAP,(v)
all
obligations
of
such
Person
under
any
conditional
sale
or
other
title
retention
agreement(s)
relating
to
property
acquired
by
such
Person,
(vi)
all
Capital
LeaseObligations
of
such
Person,
(vii)
all
obligations,
contingent
or
otherwise,
of
such
Person
in
respect
of
letters
of
credit,
acceptances
or
similar
extensions
of
credit,(viii)
all
Guarantees
of
such
Person
of
the
type
of
Indebtedness
described
in
clauses
(i)
through
(vii)
above,
(ix)
all
Indebtedness
of
a
third
party
secured
by
anyLien
on
property
owned
by
such
Person,
whether
or
not
such
Indebtedness
has
been
assumed
by
such
Person,
(x)
all
obligations
of
such
Person,
contingent
orotherwise,
to
purchase,
redeem,
retire
or
otherwise
acquire
for
value
any
Capital
Stock
of
such
Person,
(xi)
all
Off-Balance
Sheet
Liabilities
and
(xii)
all
HedgingObligations.
For
purposes
of
determining
the
amount
of
attributed
Indebtedness
from
Hedging
Obligations,
the
“principal
amount”
of
any
Hedging
Obligations
atany
time
shall
be
the
Hedge
Termination
Value
of
such
Hedging
Obligations.
The
Indebtedness
of
any
Person
shall
include
the
Indebtedness
of
any
partnership
orjoint
venture
in
which
such
Person
is
a
general
partner
or
a
joint
venturer,
except
to
the
extent
that
the
terms
of
such
Indebtedness
provide
that
such
Person
is
notliable
therefor.
For
the
avoidance
of
doubt,
the
obligations
of
the
Parent
under
the
Permitted
Warrant
Transaction
shall
not
constitute
Indebtedness.“
Indemnified
Taxes
”
shall
mean
(a)
Taxes
other
than
Excluded
Taxes,
imposed
on
or
with
respect
to
any
payment
made
by
or
on
account
ofany
obligation
of
any
Loan
Party
under
any
Loan
Document
and
(b)
to
the
extent
not
otherwise
described
in
(a),
Other
Taxes.“
Information
and
Collateral
Disclosure
Certificate
”
shall
have
the
meaning
assigned
to
such
term
in
the
Guaranty
and
Security
Agreement.“
Interest
Period
”
shall
mean
with
respect
to
any
Eurodollar
Borrowing,
a
period
of
one,
two,
three
or
six
months,
or
to
the
extent
agreed
byeach
Lender
of
such
Eurodollar
Borrowing,
twelve
months;
provided
that:(i)
the
initial
Interest
Period
for
such
Borrowing
shall
commence
on
the
date
of
such
Borrowing
(including
the
dateof
any
conversion
from
a
Borrowing
of
another
Type),
and
each
Interest
Period
occurring
thereafter
in
respect
of
such
Borrowing
shallcommence
on
the
day
on
which
the
next
preceding
Interest
Period
expires;(ii)
if
any
Interest
Period
would
otherwise
end
on
a
day
other
than
a
Business
Day,
such
Interest
Period
shall
beextended
to
the
next
succeeding
Business
Day,
unless
such
Business
Day
falls
in
another
calendar
month,
in
which
case
such
Interest
Periodwould
end
on
the
immediately
preceding
Business
Day;(iii)
any
Interest
Period
which
begins
on
the
last
Business
Day
of
a
calendar
month
or
on
a
day
for
which
there
is
nonumerically
corresponding
day
in
the
calendar
month
at
the
end
of
such
Interest
Period
shall
end
on
the
last
Business
Day
of
such
calendarmonth;(iv)
no
Interest
Period
may
extend
beyond
the
Maturity
Date.“
Investments
”
shall
have
the
meaning
set
forth
in
Section
7.4
.“
IRS
”
shall
mean
the
United
States
Internal
Revenue
Service.“
Issuing
Bank
”
shall
mean
SunTrust
Bank
in
its
capacity
as
the
issuer
of
Letters
of
Credit
pursuant
to
Section
2.22
.“
LC
Commitment
”
shall
mean
that
portion
of
the
Aggregate
Revolving
Commitments
that
may
be
used
by
the
Borrower
for
the
issuance
ofLetters
of
Credit
in
an
aggregate
face
amount
not
to
exceed
$10,000,000.“
LC
Disbursement
”
shall
mean
a
payment
made
by
the
Issuing
Bank
pursuant
to
a
Letter
of
Credit.“
LC
Documents
”
shall
mean
all
applications,
agreements
and
instruments
relating
to
the
Letters
of
Credit
but
excluding
the
Letters
of
Credit.13Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.“
LC
Exposure
”
shall
mean,
at
any
time,
the
sum
of
(i)
the
aggregate
undrawn
amount
of
all
outstanding
Letters
of
Credit
at
such
time,
plus(ii)
the
aggregate
amount
of
all
LC
Disbursements
that
have
not
been
reimbursed
by
or
on
behalf
of
the
Borrower
at
such
time.
The
LC
Exposure
of
any
Lendershall
be
its
Pro
Rata
Share
of
the
total
LC
Exposure
at
such
time.“
LCT
Election
”
shall
have
the
meaning
given
such
term
in
Section
1.5(b)
.“
LCT
Test
Date
”
shall
mean,
with
respect
to
a
Limited
Condition
Transaction,
the
date
of
the
definitive
agreements
for
such
Limited
ConditionTransaction.“
Lender-Related
Hedge
Provider
”
shall
mean
any
Person
that,
at
the
time
it
enters
into
a
Hedging
Transaction
with
any
Loan
Party,
(i)
is
aLender
or
an
Affiliate
of
a
Lender
and
(ii)
except
when
the
Lender-Related
Hedge
Provider
is
SunTrust
Bank
or
any
of
its
Affiliates,
has
provided
concurrent
orsubsequent
written
notice
to
the
Administrative
Agent
which
has
been
acknowledged
by
the
Borrower
of
(x)
the
existence
of
such
Hedging
Transaction
and
(y)
themethodology
to
be
used
by
such
parties
in
determining
the
obligations
under
such
Hedging
Transaction
from
time
to
time
(
provided
,
however
,
HedgingObligations
shall
be
excluded
from
the
application
of
proceeds
described
in
Section
8.2
until
the
Administrative
Agent
has
received
the
written
notice
thereof
andsuch
supporting
documentation
as
described
above
from
the
Lender-Related
Hedge
Provider).
In
no
event
shall
any
Lender-Related
Hedge
Provider
acting
in
suchcapacity
be
deemed
a
Lender
for
purposes
hereof
to
the
extent
of
and
as
to
Hedging
Obligations
except
that
each
reference
to
the
term
“Lender”
in
Article
IX
andSection
10.3(b)
shall
be
deemed
to
include
such
Lender-Related
Hedge
Provider.
In
no
event
shall
the
approval
of
any
such
Person
in
its
capacity
as
Lender-Related
Hedge
Provider
be
required
in
connection
with
the
release
or
termination
of
any
security
interest
or
Lien
of
the
Administrative
Agent.“
Lenders
”
shall
have
the
meaning
set
forth
in
the
introductory
paragraph
hereof
and
shall
include,
where
appropriate,
the
Swingline
Lender,each
Increasing
Lender,
and
each
Lender
that
joins
this
Agreement
pursuant
to
Section
10.4
or
Section
2.25
and
each
Additional
Lender
that
joins
this
Agreementpursuant
to
Section
2.23
.“
LendingTree
Foundation
”
shall
mean
a
non-profit
organization
established
by
Parent
or
any
of
its
Subsidiaries
for
the
purpose
of
servingcharitable
goals,
and
any
successors
thereto.“
Letter
of
Credit
”
shall
mean
any
stand-by
letter
of
credit
issued
pursuant
to
Section
2.22
by
the
Issuing
Bank
for
the
account
of
the
Borrowerpursuant
to
the
LC
Commitment.“
Liberty
Successor
”
shall
mean
any
Person
that
is
a
successor,
assignee,
or
Affiliate
of
LIC,
including
any
Person
spun
or
otherwise
separatedout
of
LIC
(or
any
similar
successor
or
assignee
of
any
such
Liberty
Successor);
provided
that
(a)
no
Person
or
group
(within
the
meaning
of
the
Exchange
Act
andthe
rules
of
the
Securities
and
Exchange
Commission
thereunder
as
in
effect
on
the
Restatement
Date),
other
than
the
Permitted
Holders
(disregarding
for
thispurpose
clause
(b)
of
the
definition
of
such
term),
is
the
“beneficial
owner”
(as
defined
in
Rules
13d-3
and
13d-5
under
the
Exchange
Act
and
the
rules
of
theSecurities
and
Exchange
Commission
thereunder
as
in
effect
on
the
Restatement
Date),
directly
or
indirectly,
of
more
than
50%
of
the
total
voting
power
(withequivalent
economic
interests)
represented
by
the
issued
and
outstanding
Capital
Stock
of
such
Liberty
Successor,
(b)
such
Liberty
Successor
is
not
a
SanctionedPerson,
(c)
the
transaction
or
transactions
pursuant
to
which
such
Liberty
Successor
shall
have
become
such
a
successor
does
not
violate
any
Anti-Corruption
Lawsapplicable
to
such
Liberty
Successor
or
any
Sanctions
applicable
to
such
Liberty
Successor,
and
(d)
each
of
the
Administrative
Agent
and
each
Lender
shall
havereceived
all
documentation
and
other
information
reasonably
requested
by
it
in
writing
that
it
reasonably
determines
is
required
by
United
States
or
foreign
bankregulatory
authorities
under
applicable
“know
your
customer”
and
anti-money
laundering
rules
and
regulations,
including
the
Patriot
Act,
with
respect
to
suchLiberty
Successor.“
LIC
”
shall
mean
Liberty
Interactive
Corporation,
a
Delaware
corporation.“
Lien
”
shall
mean
any
mortgage,
pledge,
security
interest,
lien
(statutory
or
otherwise),
charge,
encumbrance,
hypothecation,
assignment,deposit
arrangement,
or
other
arrangement
having
the
practical
effect
of
any
of
the
foregoing
or
any
preference,
priority
or
other
security
agreement
or
preferentialarrangement
of
any
kind
or
nature
whatsoever
(including
any
conditional
sale
or
other
title
retention
agreement
and
any
capital
lease
having
the
same
economiceffect
as
any
of
the
foregoing).“
Limited
Condition
Transaction
”
shall
mean
any
Investment
or
Acquisition
(including
by
way
of
merger,
amalgamation,
consolidation
or
otherbusiness
combination
or
the
acquisition
of
Equity
Interest
or
otherwise)
permitted
by
this
Agreement
that
the
Parent
or
any
of
its
Subsidiaries
is
contractuallycommitted
to
consummate
(it
being
understood
such
commitment
may
be
subject
to
conditions
precedent,
which
conditions
precedent
may
be
amended,
satisfiedor
waived
in
accordance
with
the
terms
of
the
applicable
agreement)
and
the
consummation
of
which
is
not
conditioned
on
the
availability
of,
or
on
obtaining,
thirdparty
financing.14Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.“
Liquidity
”
shall
mean,
on
any
date
of
determination,
the
sum
of
(a)
unrestricted
cash
held
by
the
Loan
Parties
in
Controlled
Accounts
subjectto
Account
Control
Agreements
plus
(b)
the
Aggregate
Revolving
Commitment
Amount
minus
the
aggregate
Revolving
Credit
Exposure
of
all
Revolving
Lenders.“
Loan
Documents
”
shall
mean,
collectively,
this
Agreement,
the
Collateral
Documents,
the
LC
Documents,
the
Fee
Letter,
all
Notices
ofBorrowing,
all
Notices
of
Conversion/Continuation,
all
Compliance
Certificates,
any
subordination
agreement
or
intercreditor
agreement
entered
into
with
theAdministrative
Agent
or
any
Lender
in
connection
with
the
Obligations,
any
promissory
notes
issued
hereunder
and
any
and
all
other
instruments,
agreements,documents
and
writings
executed
in
connection
with
any
of
the
foregoing.“
Loan
Parties
”
shall
mean
the
Borrower
and
each
Guarantor.“
Loans
”
shall
mean
all
Revolving
Loans,
Swingline
Loans,
and
Incremental
Term
Loans
(if
any)
in
the
aggregate
or
any
of
them,
as
the
contextshall
require.“
Material
Acquisition
”
shall
mean
any
Acquisition
by
a
Loan
Party
in
which
the
total
aggregate
cash
consideration
to
be
paid
(including
theassumption
of
any
Indebtedness)
pursuant
to
such
Acquisition
is
greater
than
or
equal
to
$125,000,000.“
Material
Adverse
Effect
”
shall
mean,
with
respect
to
any
event,
act,
condition
or
occurrence
of
whatever
nature
(including
any
adversedetermination
in
any
litigation,
arbitration,
or
governmental
investigation
or
proceeding),
whether
singularly
or
in
conjunction
with
any
other
event
or
events,
act
oracts,
condition
or
conditions,
occurrence
or
occurrences
whether
or
not
related,
resulting
in
a
material
adverse
change
in,
or
a
material
adverse
effect
on,
(i)
thebusiness,
operations,
property,
condition
(financial
or
otherwise),
liabilities
(contingent
or
otherwise)
of
Parent
and
its
Subsidiaries
taken
as
a
whole,
(ii)
the
abilityof
the
Loan
Parties
to
perform
any
of
their
respective
obligations
under
the
Loan
Documents,
or
(iii)
the
validity
or
enforceability
of
any
of
the
Loan
Documents
orthe
rights
and
remedies
of
the
Administrative
Agent,
the
Issuing
Bank,
the
Swingline
Lender
or
the
Lenders
under
any
of
the
Loan
Documents.“
Material
Indebtedness
”
shall
mean
any
Indebtedness
(other
than
the
Loans
and
the
Letters
of
Credit)
of
Parent
or
any
of
its
Subsidiariesindividually
or
in
an
aggregate
committed
or
outstanding
principal
amount
exceeding
the
Threshold
Amount.“
Material
Subsidiary
”
shall
mean,
at
any
time,
each
Subsidiary
other
than
(a)
the
Borrower
and
(b)
any
other
Subsidiary
that
has
beendesignated
by
Parent
in
a
written
notice
to
the
Administrative
Agent
as
not
being
a
Material
Subsidiary;
provided
,
that
(i)
all
Subsidiaries
designated
by
Parent
asnot
being
Material
Subsidiaries
(taken
together
with
their
own
subsidiaries)
shall
not
represent
more
than
10%
for
any
such
Subsidiary,
or
more
than
10%
in
theaggregate
for
all
such
Subsidiaries,
of
either
(A)
Consolidated
Total
Assets
or
(B)
Consolidated
Revenues
of
Parent
and
the
Subsidiaries
as
of
the
end
of
or
for
theperiod
of
four
consecutive
Fiscal
Quarters
of
Parent
most
recently
ended
prior
to
such
time
and
(ii)
no
Subsidiary
designated
by
Parent
as
not
being
a
MaterialSubsidiary
shall
own
Equity
Interests
or
Indebtedness
(other
than
de
minimis
Indebtedness)
of
any
Material
Subsidiary.
For
the
avoidance
of
doubt,
as
of
theRestatement
Date,
none
of
the
Subsidiaries
listed
on
Schedule
1.1(a)
shall
be
deemed
to
be
a
Material
Subsidiary.“
Maturity
Date
”
shall
mean
the
Revolving
Commitment
Termination
Date.“
Maximum
Incremental
Commitment
Amount
”
shall
mean
an
aggregate
amount
equal
to
$100,000,000
minus
the
aggregate
amount
of
any
andall
prior
Incremental
Commitments
established
pursuant
to
Section
2.23
plus
an
unlimited
amount,
so
long
as
the
Senior
Secured
Net
Leverage
Ratio
does
notexceed
2.50
to
1.00
as
of
the
last
day
of
the
most
recently
ended
Fiscal
Quarter
for
which
financial
statements
are
required
to
have
been
delivered
pursuant
toSection
5.1(a)
or
(b)
,
calculated
on
a
Pro
Forma
Basis
and
as
if
all
such
Incremental
Term
Loans
had
been
made
and
all
such
Incremental
Revolving
Commitmentshad
been
established
(and
fully
funded)
as
of
the
first
day
of
the
relevant
period
for
testing
compliance
(but
calculated
without
including
the
cash
proceeds
of
anysuch
Incremental
Term
Loans
or
Incremental
Revolving
Commitments
in
the
amount
of
unrestricted
cash
and
Cash
Equivalents
to
be
netted
in
the
calculation
ofConsolidated
Total
Net
Leverage
Ratio);
provided
,
that,
in
the
case
of
any
Incremental
Term
Facility
to
finance
a
Limited
Condition
Transaction,
the
date
ofdetermination
of
the
Senior
Secured
Net
Leverage
Ratio
shall,
at
the
option
of
the
Borrower,
be
the
LCT
Test
Date
for
such
Limited
Condition
Transaction.“
Moody’s
”
shall
mean
Moody’s
Investors
Service,
Inc.“
Multiemployer
Plan
”
shall
mean
any
“multiemployer
plan”
as
defined
in
Section
4001(a)(3)
of
ERISA,
which
is
contributed
to
by
(or
to
whichthere
is
or
may
be
an
obligation
to
contribute
of)
Parent,
any
of
its
Subsidiaries
or
an
ERISA
Affiliate,
and
each
such
plan
for
the
five-year
period
immediatelyfollowing
the
latest
date
on
which
Parent,
any
of
its
Subsidiaries
or
an
ERISA
Affiliate
contributed
to
or
had
an
obligation
to
contribute
to
such
plan.15Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.“
Non-Defaulting
Lender
”
shall
mean,
at
any
time,
a
Lender
that
is
not
a
Defaulting
Lender.“
Non-U.S.
Plan
”
shall
mean
any
plan,
fund
(including,
without
limitation,
any
superannuation
fund)
or
other
similar
program
established,contributed
to
(regardless
of
whether
through
direct
contributions
or
through
employee
withholding)
or
maintained
outside
the
United
States
by
Parent
or
one
ormore
of
its
Subsidiaries
primarily
for
the
benefit
of
employees
of
Parent
or
such
Subsidiaries
residing
outside
the
United
States,
which
plan,
fund
or
other
similarprogram
provides,
or
results
in,
retirement
income,
a
deferral
of
income
in
contemplation
of
retirement,
or
payments
to
be
made
upon
termination
of
employment,and
which
plan
is
not
subject
to
ERISA
or
the
Code.“
Notices
of
Borrowing
”
shall
mean,
collectively,
the
Notices
of
Revolving
Borrowing
and
the
Notices
of
Swingline
Borrowing.“
Notice
of
Conversion/Continuation
”
shall
have
the
meaning
set
forth
in
Section
2.7(b)
.“
Notice
of
Revolving
Borrowing
”
shall
have
the
meaning
set
forth
in
Section
2.3
.“
Notice
of
Swingline
Borrowing
”
shall
have
the
meaning
set
forth
in
Section
2.4
.“
Obligations
”
shall
mean
(a)
all
amounts
owing
by
the
Loan
Parties
to
the
Administrative
Agent,
the
Issuing
Bank,
any
Lender
(including
theSwingline
Lender)
or
the
Sole
Arranger
pursuant
to
or
in
connection
with
this
Agreement
or
any
other
Loan
Document
or
otherwise
with
respect
to
any
Loan
orLetter
of
Credit
including,
without
limitation,
all
principal,
interest
(including
any
interest
accruing
after
the
filing
of
any
petition
in
bankruptcy
or
thecommencement
of
any
insolvency,
reorganization
or
like
proceeding
relating
to
Parent
or
the
Borrower,
whether
or
not
a
claim
for
post-filing
or
post-petitioninterest
is
allowed
in
such
proceeding),
reimbursement
obligations,
fees,
expenses,
indemnification
and
reimbursement
payments,
costs
and
expenses
(including
allfees
and
expenses
of
counsel
to
the
Administrative
Agent,
the
Issuing
Bank
and
any
Lender
(including
the
Swingline
Lender)
incurred
pursuant
to
this
Agreementor
any
other
Loan
Document),
whether
direct
or
indirect,
absolute
or
contingent,
liquidated
or
unliquidated,
now
existing
or
hereafter
arising
hereunder
orthereunder,
(b)
all
Hedging
Obligations
owed
by
any
Loan
Party
to
any
Lender-Related
Hedge
Provider,
and
(c)
all
Bank
Product
Obligations,
together
with
allrenewals,
extensions,
modifications
or
refinancings
of
any
of
the
foregoing;
provided
,
however
,
that
with
respect
to
any
Guarantor,
the
Obligations
shall
notinclude
any
Excluded
Swap
Obligations.“
OFAC
”
shall
mean
the
U.S.
Department
of
the
Treasury’s
Office
of
Foreign
Assets
Control.“
Off-Balance
Sheet
Liabilities
”
of
any
Person
shall
mean
(i)
any
repurchase
obligation
or
liability
of
such
Person
with
respect
to
accounts
ornotes
receivable
sold
by
such
Person,
(ii)
any
liability
of
such
Person
under
any
sale
and
leaseback
transactions
that
do
not
create
a
liability
on
the
balance
sheet
ofsuch
Person,
(iii)
any
Synthetic
Lease
Obligation
or
(iv)
any
obligation
arising
with
respect
to
any
other
transaction
which
is
the
functional
equivalent
of
or
takesthe
place
of
borrowing
but
which
does
not
constitute
a
liability
on
the
balance
sheet
of
such
Person.“
OSHA
”
shall
mean
the
Occupational
Safety
and
Health
Act
of
1970,
as
amended
from
time
to
time,
and
any
successor
statute.“
Other
Connection
Taxes
”
shall
mean,
with
respect
to
any
Recipient,
Taxes
imposed
as
a
result
of
a
present
or
former
connection
between
suchRecipient
and
the
jurisdiction
imposing
such
Tax
(other
than
connections
arising
from
such
Recipient
having
executed,
delivered,
become
a
party
to,
performed
itsobligations
under,
received
payments
under,
received
or
perfected
a
security
interest
under,
engaged
in
any
other
transaction
pursuant
to
or
enforced
any
LoanDocument,
or
sold
or
assigned
an
interest
in
any
Loan
or
Loan
Document).“
Other
Taxes
”
shall
mean
all
present
or
future
stamp,
court
or
documentary,
intangible,
recording,
filing
or
similar
Taxes
that
arise
from
anypayment
made
under,
from
the
execution,
delivery,
performance,
enforcement
or
registration
of,
from
the
receipt
or
perfection
of
a
security
interest
under,
orotherwise
with
respect
to,
any
Loan
Document,
except
any
such
Taxes
that
are
Other
Connection
Taxes
imposed
with
respect
to
an
assignment
(other
than
anassignment
made
pursuant
to
Section
2.25
).“
Parent
”
shall
have
the
meaning
set
forth
in
the
introductory
paragraph
hereof.“
Parent
Company
”
shall
mean,
with
respect
to
a
Lender,
the
“bank
holding
company”
as
defined
in
Regulation
Y,
if
any,
of
such
Lender,
and/orany
Person
owning,
beneficially
or
of
record,
directly
or
indirectly,
a
majority
of
the
shares
of
such
Lender.“
Participant
”
shall
have
the
meaning
set
forth
in
Section
10.4(d
).16Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.“
Participant
Register
”
shall
have
the
meaning
set
forth
in
Section
10.4(d)
.“
Patent
”
shall
have
the
meaning
assigned
to
such
term
in
the
Guaranty
and
Security
Agreement.“
Patent
Security
Agreement
”
shall
mean
any
Patent
Security
Agreement
executed
by
a
Loan
Party
owning
Patents
or
licenses
of
Patents
infavor
of
the
Administrative
Agent
for
the
benefit
of
the
Secured
Parties,
both
on
the
Closing
Date
and
thereafter.“
Patriot
Act
”
shall
mean
the
USA
PATRIOT
Improvement
and
Reauthorization
Act
of
2005
(Pub.
L.
109-177
(signed
into
law
March
9,2006)),
as
amended
and
in
effect
from
time
to
time.“
Payment
Office
”
shall
mean
the
office
of
the
Administrative
Agent
located
at
303
Peachtree
Street,
N.E.,
Atlanta,
Georgia
30308,
or
suchother
location
as
to
which
the
Administrative
Agent
shall
have
given
written
notice
to
the
Borrower
and
the
Lenders.“
PBGC
”
shall
mean
the
U.S.
Pension
Benefit
Guaranty
Corpora-tion
referred
to
and
defined
in
ERISA,
and
any
successor
entity
performingsimilar
functions.“
Permitted
Acquisition
”
shall
mean
(a)
any
Acquisition
by
a
Loan
Party
with
the
prior
written
consent
of
the
Required
Lenders
or
(b)
anyAcquisition
by
a
Loan
Party
that
occurs
when
the
following
conditions
have
been
satisfied:(i)
before
and
after
giving
effect
to
such
Acquisition,
no
Default
or
Event
of
Default
has
occurred
and
is
continuingor
would
result
therefrom,
and
all
representations
and
warranties
of
each
Loan
Party
set
forth
in
the
Loan
Documents
shall
be
and
remain
trueand
correct
in
all
material
respects;(ii)
before
and
after
giving
effect
to
such
Acquisition,
the
Consolidated
Total
Net
Leverage
Ratio
is
less
than
theapplicable
Consolidated
Total
Net
Leverage
Ratio
covenant
level
set
forth
in
Article
VI
(
provided
that,
before
and
after
giving
effect
to
aMaterial
Acquisition,
the
Consolidated
Total
Net
Leverage
Ratio
may
be
0.50
greater
than
the
otherwise
applicable
covenant
level
set
forth
inArticle
VI
),
calculated
on
a
Pro
Forma
Basis
as
of
the
last
day
of
the
most
recently
ended
Fiscal
Quarter
for
which
financial
statements
arerequired
to
have
been
delivered
pursuant
to
Section
5.1(a)
or
(b)
(measuring
Consolidated
Total
Funded
Debt
as
of
the
date
of
such
Acquisition);(iii)
at
least
5
days
prior
(or
such
shorter
period
of
time
as
the
Administrative
Agent
may
agree)
to
the
date
of
theconsummation
of
such
Acquisition,
Parent
shall
have
delivered
to
the
Administrative
Agent
notice
of
such
Acquisition,
together
with
anyinformation
reasonably
requested
by
the
Administrative
Agent;(iv)
such
Acquisition
is
consensual
and
approved
by
the
board
of
directors
(or
the
equivalent
thereof)
of
the
Personwhose
stock
or
assets
are
being
acquired;(v)
the
Person
or
assets
being
acquired
is
in
the
same
type
of
business
conducted
by
Parent
and
its
Subsidiaries
on
thedate
hereof
or
any
business
reasonably
related
thereto;(vi)
such
Acquisition
is
consummated
in
compliance
with
all
Requirements
of
Law,
and
all
consents
and
approvalsfrom
any
Governmental
Authority
or
other
Person
required
in
connection
with
such
Acquisition
have
been
obtained;
and(vii)
Parent
has
delivered
to
the
Administrative
Agent
a
certificate
executed
by
a
Responsible
Officer
certifying
thateach
of
the
conditions
set
forth
above
has
been
satisfied,
including,
without
limitation,
calculations
evidencing
the
condition
in
subclause
(ii)above.“
Permitted
Bond
Hedge
Transaction
”
shall
mean
any
call
or
capped
call
option
(or
substantively
equivalent
derivative
transaction)
relating
tothe
Parent’s
common
stock
(or
other
securities
or
property
following
a
merger
event,
reclassification
or
other
change
of
the
common
stock
of
the
Parent)
purchasedby
the
Parent
in
connection
with
the
issuance
of
the
Specified
Convertible
Indebtedness
and
settled
in
common
stock
of
the
Parent
(or
such
other
securities
orproperty),
cash
or
a
combination
thereof
(such
amount
of
cash
determined
by
reference
to
the
price
of
the
Parent’s
common
stock
or
such
other
securities
orproperty),
and
cash
in
lieu
of
fractional
shares
of
common
stock
of
the
Parent.“
Permitted
Capital
Stock
Issuance
”
shall
mean
any
sale
or
issuance
of
any
Qualified
Capital
Stock
of
Parent
to
the
extent
permitted
hereunder.17Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.“
Permitted
Encumbrances
”
shall
mean:(i)
Liens
imposed
by
law
for
taxes
not
yet
due
or
which
are
being
contested
in
good
faith
by
appropriate
proceedingsdiligently
conducted
and
with
respect
to
which
adequate
reserves
are
being
maintained
in
accordance
with
GAAP;(ii)
statutory
Liens
of
landlords,
carriers,
warehousemen,
mechanics,
materialmen
and
other
Liens
imposed
by
law
inthe
ordinary
course
of
business
for
amounts
not
yet
due
or
which
are
being
contested
in
good
faith
by
appropriate
proceedings
diligentlyconducted
and
with
respect
to
which
adequate
reserves
are
being
maintained
in
accordance
with
GAAP;(iii)
pledges
and
deposits
made
in
the
ordinary
course
of
business
in
compliance
with
workers’
compensation,unemployment
insurance
and
other
social
security
laws
or
regulations;(iv)
deposits
to
secure
the
performance
of
bids,
trade
contracts,
leases,
statutory
obligations,
surety
and
appeal
bonds,performance
bonds
and
other
obligations
of
a
like
nature,
in
each
case
in
the
ordinary
course
of
business;(v)
judgment
and
attachment
liens
not
giving
rise
to
an
Event
of
Default
or
Liens
created
by
or
existing
from
anylitigation
or
legal
proceeding
that
are
currently
being
contested
in
good
faith
by
appropriate
proceedings
diligently
conducted
and
with
respect
towhich
adequate
reserves
are
being
maintained
in
accordance
with
GAAP;(vi)
customary
rights
of
set-off,
revocation,
refund
or
chargeback
under
deposit
agreements
or
under
the
UniformCommercial
Code
or
common
law
of
banks
or
other
financial
institutions
where
Parent
or
any
of
its
Subsidiaries
maintains
deposits
(other
thandeposits
intended
as
cash
collateral)
in
the
ordinary
course
of
business;(vii)
easements,
zoning
restrictions,
rights-of-way
and
similar
encumbrances
on
real
property
imposed
by
law
orarising
in
the
ordinary
course
of
business
that
do
not
secure
any
monetary
obligations
and
do
not
materially
detract
from
the
value
of
the
affectedproperty
or
materially
interfere
with
the
ordinary
conduct
of
business
of
Parent
and
its
Subsidiaries
taken
as
a
whole;
and(viii)
Liens
arising
out
of
conditional
sale,
title
retention,
consignment
or
similar
arrangements
for
the
sale
of
goodsentered
into
by
Parent
or
any
Subsidiary
in
the
ordinary
course
of
business
of
such
Person.provided
that
the
term
“Permitted
Encumbrances”
shall
not
include
any
Lien
securing
Indebtedness.“
Permitted
Holder
”
shall
mean
any
one
or
more
of
(a)
LIC,
(b)
a
Liberty
Successor,
(c)
Douglas
Lebda,
(d)
John
C.
Malone
or
Gregory
B.Maffei,
(e)
each
of
the
respective
Affiliated
Persons
of
the
Persons
referred
to
in
clause
(b)
or
(c),
and
(f)
any
Person
a
majority
of
the
aggregate
voting
power
of
allthe
outstanding
classes
or
series
of
the
equity
securities
of
which
are
beneficially
owned
by
any
one
or
more
of
the
Persons
referred
to
in
clauses
(a),
(b),
(c)
or
(d).For
purposes
of
this
definition,
“Person”
has
the
meaning
given
to
it
for
purposes
of
Section
13(d)
of
the
Exchange
Act
or
any
successor
provision.“
Permitted
Investments
”
shall
mean:(i)
direct
obligations
of,
or
obligations
the
principal
of
and
interest
on
which
are
unconditionally
guaranteed
by,
theUnited
States
(or
by
any
agency
thereof
to
the
extent
such
obligations
are
backed
by
the
full
faith
and
credit
of
the
United
States),
in
each
casematuring
within
one
year
from
the
date
of
acquisition
thereof;(ii)
commercial
paper
having
a
rating
of
at
least
A-1
or
the
equivalent
thereof
by
Standard
&
Poor’s
Rating
Service
orat
least
P-1
or
the
equivalent
thereof
by
Moody’s
Investors
Service
Inc.,
at
the
time
of
acquisition
thereof,
of
S&P
or
Moody’s
and
in
either
casematuring
within
one
year
from
the
date
of
acquisition
thereof;(iii)
certificates
of
deposit,
bankers’
acceptances
and
time
deposits
maturing
within
365
days
of
the
date
ofacquisition
thereof
issued
or
guaranteed
by
or
placed
with,
and
money
market
deposit
accounts
issued
or
offered
by,
any
domestic
office
of
anycommercial
bank
organized
under
the
laws
of
the
United
States
or
any
state
thereof
which
has
a
combined
capital
and
surplus
and
undividedprofits
of
not
less
than
$500,000,000;18Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(iv)
fully
collateralized
repurchase
agreements
with
a
term
of
not
more
than
30
days
for
securities
described
in
clause(i)
above
and
entered
into
with
a
financial
institution
satisfying
the
criteria
described
in
clause
(iii)
above;
and(v)
mutual
funds
investing
solely
in
any
one
or
more
of
the
Permitted
Investments
described
in
clauses
(i)
through(iv)
above.“
Permitted
Specified
Real
Estate
Finance
Transaction
”
shall
mean
any
Specified
Real
Estate
Finance
Transaction
that
satisfies
the
followingconditions:(i)
the
principal
amount
of
Indebtedness
of
the
Parent
or
any
of
its
Subsidiaries
incurred
in
connection
with
anySpecified
Real
Estate
Finance
Transaction,
when
combined
with
all
other
Indebtedness
incurred
under
any
other
Specified
Real
Estate
FinanceTransaction,
shall
not
exceed
$65,000,000
in
the
aggregate,
of
which
an
aggregate
principal
amount
of
no
more
than
(a)
$20,000,000
for
all
suchSpecified
Real
Estate
Finance
Transactions
shall
be
used
to
finance
all
or
a
portion
of
the
purchase
price
of
the
Specified
Real
Estate
and
(b)$45,000,000
for
all
such
Specified
Real
Estate
Finance
Transactions
shall
be
used
to
finance
post-acquisition
improvements
to
the
SpecifiedReal
Estate,
related
equipment,
and
Hedging
Obligations;(ii)
the
Liens
granted
by
Parent
or
any
of
its
Subsidiaries
in
connection
with
the
Specified
Real
Estate
FinanceTransaction
shall
(a)
secure
only
the
Indebtedness
described
in
the
foregoing
clause
(i),
including,
without
limitation,
all
principal,
interest,indemnity,
cost
and
expense
reimbursements,
and
any
other
payment
obligations
owed
in
connection
therewith
and
(b)
not
extend
to
any
assetsother
than
the
Specified
Real
Estate
and
related
improvements,
easements,
fixtures,
leases
and
rents,
other
customary
related
assets,
and
proceedsthereof;(iii)
before
and
after
giving
effect
to
the
Specified
Real
Estate
Finance
Transaction,
(a)
no
Default
or
Event
ofDefault
shall
exist
and
(b)
all
representations
and
warranties
of
each
Loan
Party
set
forth
in
the
Loan
Documents
shall
be
true
and
correct
in
allmaterial
respects
(other
than
those
representations
and
warranties
that
are
expressly
qualified
by
a
Material
Adverse
Effect
or
other
materiality,in
which
case
such
representations
and
warranties
shall
be
true
and
correct
in
all
respects);(iv)
after
giving
effect
to
the
Specified
Real
Estate
Finance
Transaction
(including,
without
limitation,
allIndebtedness
incurred
or
to
be
incurred
in
connection
therewith),
the
Parent
shall
be
in
compliance
with
the
financial
covenant
set
forth
inArticle
VI
hereof,
calculated
on
a
Pro
Forma
Basis
as
of
the
last
day
of
the
most
recently
ended
Fiscal
Quarter
for
which
financial
statements
arerequired
to
have
been
delivered
pursuant
to
Sections
5.1(a)
or
(b)
hereof;(v)
at
least
three
(3)
business
days
(or
such
shorter
timeframe
as
may
be
agreed
in
writing
by
the
AdministrativeAgent)
prior
to
the
date
of
the
consummation
of
the
Specified
Real
Estate
Finance
Transaction,
the
Parent
shall
have
delivered
to
theAdministrative
Agent
draft
copies
of
all
financing
agreements,
construction
loan
agreements,
mortgages
or
deeds
of
trust,
and
all
related
materialtransaction
documents
for
the
Specified
Real
Estate
Finance
Transaction,
together
with
all
schedules
thereto
(all
of
which
shall
be
in
form
andsubstance
reasonably
satisfactory
to
the
Administrative
Agent),
followed
by
any
materially
different
drafts
of
such
documents
promptly
as
thesame
are
available
to
the
Borrower
and
fully
executed
copies
thereof
within
five
(5)
Business
Days
(or
such
other
timeframe
as
may
be
agreed
inwriting
by
the
Administrative
Agent)
after
the
consummation
of
the
Specified
Real
Estate
Finance
Transaction;(vi)
the
Parent
shall
have
delivered
to
the
Administrative
Agent
a
certificate,
which
shall
be
in
form
and
substancereasonably
satisfactory
to
the
Administrative
Agent,
executed
by
a
Responsible
Officer
certifying
that
each
of
the
conditions
set
forth
above
hasbeen
satisfied,
including,
without
limitation,
calculations
evidencing
the
condition
in
clause
(iv)
above.“
Permitted
Tax
Distributions
”
shall
mean
tax
distributions
by
a
Loan
Party
(so
long
as
such
Loan
Party
is
treated
as
a
pass-through
ordisregarded
entity)
to
its
members
(“
Tax
Distributions
”)
(i)
on
a
quarterly
basis,
pro rata in
proportion
to
their
respective
percentage
interests
in
such
Loan
Party(except
as
otherwise
required
below),
so
long
as
the
aggregate
amount
of
such
Tax
Distributions
does
not
exceed,
quarterly,
an
amount
equal
to
such
Loan
Party’sgood
faith
estimate
of
the
Applicable
Tax
(as
hereinafter
defined)
with
respect
to
such
taxable
year,
less
the
amount
paid,
if
any,
with
respect
to
prior
quarters
ofsuch
taxable
year;
and
(ii)
on
an
annual
basis
after
the
end
of
such
Loan
Party’s
taxable
year,
to
the
extent
necessary
so
that
the
sum
of
the
amounts
so
distributedunder
this
clause
(ii)
and
the
amounts
distributed
under
clause
(i)
above
equals
the
minimum
aggregate
amount
(the
“
Applicable
Tax
”)
that
must
be
distributed
toprovide
each
member
with
an
amount
that
equals
the
product
of
(1)
the19Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.sum
of
all
items
of
taxable
income
or
gain
allocated
to
such
member
for
such
taxable
year
less
all
items
of
deduction,
loss
and
the
loss
equivalent
of
tax
creditsallocated
to
such
member
(or,
to
the
extent
applicable,
its
predecessors
in
interest)
for
such
taxable
year
and
all
prior
taxable
years
to
the
extent
not
previouslyoffset
by
taxable
income
or
gain
allocated
to
such
member
(or,
to
the
extent
applicable,
its
predecessors
in
interest)
and
(2)
a
percentage
equal
to
[(100%-B)
x
A]
+B,
where
“A”
is
the
highest
marginal
federal
income
tax
rate
applicable
to
a
corporation
or
individual
(as
appropriate)
for
such
preceding
taxable
year
and
“B”,with
respect
to
each
member,
is
the
highest
marginal
state
income
tax
rate
applicable
to
such
member
for
such
preceding
taxable
year;
provided
that
if
the
amountdistributed
to
the
members
of
such
Loan
Party
pursuant
to
clause
(i)
for
the
taxable
year
exceeds
the
Applicable
Tax
for
such
taxable
year
(including
where
theamounts
included
in
taxable
income
of
such
Loan
Party
for
such
taxable
year
are
decreased
as
a
result
of
an
audit,
amended
return
or
otherwise),
then
such
excessshall
be
credited
against
the
next
Tax
Distributions
permitted
to
be
made
with
respect
to
subsequent
taxable
years.“
Permitted
Third
Party
Bank
”
shall
mean
any
bank
or
other
financial
institution
with
whom
any
Loan
Party
maintains
a
Controlled
Accountand
with
whom
an
Account
Control
Agreement
has
been
executed.“
Permitted
Warrant
Transaction
”
shall
mean
any
call
option,
warrant
or
right
to
purchase
(or
substantively
equivalent
derivative
transaction)relating
to
the
Parent’s
common
stock
(or
other
securities
or
property
following
a
merger
event,
reclassification
or
other
change
of
the
common
stock
of
the
Parent)sold
by
the
Parent
substantially
concurrently
with
any
purchase
by
the
Parent
of
the
Permitted
Bond
Hedge
Transaction
and
settled
in
common
stock
of
the
Parent(or
such
other
securities
or
property),
cash
or
a
combination
thereof
(such
amount
of
cash
determined
by
reference
to
the
price
of
the
Parent’s
common
stock
orsuch
other
securities
or
property),
and
cash
in
lieu
of
fractional
shares
of
common
stock
of
the
Parent.“
Person
”
shall
mean
any
individual,
partnership,
firm,
corporation,
association,
joint
venture,
limited
liability
company,
trust
or
other
entity,
orany
Governmental
Authority.“
Plan
”
shall
mean
any
“employee
benefit
plan”
as
defined
in
Section
3
of
ERISA
(other
than
a
Multiemployer
Plan)
maintained
or
contributedto
by
Parent,
the
Borrower
or
any
ERISA
Affiliate
or
to
which
Parent,
the
Borrower
or
any
ERISA
Affiliate
has
or
may
have
an
obligation
to
contribute,
and
eachsuch
plan
that
is
subject
to
Title
IV
of
ERISA
for
the
five-year
period
immediately
following
the
latest
date
on
which
Parent,
the
Borrower
or
any
ERISA
Affiliatemaintained,
contributed
to
or
had
an
obligation
to
contribute
to
(or
is
deemed
under
Section
4069
of
ERISA
to
have
maintained
or
contributed
to
or
to
have
had
anobligation
to
contribute
to,
or
otherwise
to
have
liability
with
respect
to)
such
plan.“
Platform
”
shall
mean
Debt
Domain,
Intralinks,
Syndtrak
or
a
substantially
similar
electronic
transmission
system.“
Pro
Forma
Basis
”
shall
mean,
(i)
with
respect
to
any
Person,
business,
property
or
asset
acquired
in
a
Permitted
Acquisition,
the
inclusion
as“Consolidated
EBITDA”
of
the
EBITDA
(i.e.
net
income
before
interest,
taxes,
depreciation
and
amortization)
for
such
Person,
business,
property
or
asset
as
ifsuch
Acquisition
had
been
consummated
on
the
first
day
of
the
applicable
period,
based
on
historical
results
accounted
for
in
accordance
with
GAAP,
and
may
alsoreflect
(a)
any
projected
synergies
or
similar
benefits
(net
of
continuing
associated
expenses)
expected
to
be
realized
as
a
result
of
such
Acquisition
to
the
extentsuch
synergies
or
similar
benefits
would
be
permitted
to
be
reflected
in
financial
statements
prepared
in
compliance
with
Article
11
of
Regulation
S-X
under
theSecurities
Act
and
(b)
any
other
demonstrable
cost-savings
and
other
adjustments
(net
of
continuing
associated
expenses)
not
included
in
the
foregoing
clause
(a)(including,
without
limitation,
pro
forma
“run
rate”
cost
savings,
operating
expense
reductions
and
restructurings)
that
are
reasonably
identifiable
and
projected
byParent
in
good
faith
to
result
from
actions
that
have
been
taken
or
with
respect
to
which
substantial
steps
have
been
taken
or
are
expected
to
be
taken
(in
the
goodfaith
determination
of
Parent)
within
12
months
after
such
Acquisition
is
consummated
and
which
are
so
set
forth
in
a
certificate
of
a
Responsible
Officer
ofParent;
provided
that
(1)
projected
(and
not
yet
realized)
cost-savings
and
other
adjustments
may
no
longer
be
added
pursuant
to
this
paragraph
after
18
monthsafter
the
consummation
of
the
applicable
Acquisition,
(2)
all
adjustments
pursuant
to
this
definition
will
be
without
duplication
of
any
amounts
that
are
otherwiseincluded
or
added
back
in
computing
Consolidated
EBITDA
in
accordance
with
the
definition
of
such
term,
(3)
the
aggregate
additions
to
Consolidated
EBITDA,for
any
period
being
tested,
pursuant
to
clause
(b)
above
(the
“
Pro
Forma
Capped
Adjustments
”),
together
with
the
aggregate
amount
of
all
other
CappedAdjustments
for
such
period,
shall
not
exceed
20%
of
Consolidated
EBITDA
for
such
period
determined
prior
to
giving
effect
to
any
addback
for
any
CappedAdjustments
and
(4)
if
any
cost
savings
or
other
adjustments
included
in
any
pro
forma
calculations
based
on
the
anticipation
that
such
cost
savings
or
otheradjustments
will
be
achieved
within
such
18-month
period
shall
at
any
time
cease
to
be
reasonably
anticipated
by
Parent
to
be
so
achieved,
then,
on
and
after
suchtime,
pro
forma
calculations
required
to
be
made
hereunder
shall
not
reflect
such
cost
savings
or
other
adjustments,
(ii)
with
respect
to
any
Person,
business,property
or
asset
sold,
transferred
or
otherwise
disposed
of,
the
exclusion
from
“Consolidated
EBITDA”
of
the
EBITDA
(i.e.
net
income
before
interest,
taxes,depreciation
and
amortization)
for
such
Person,
business,
property
or
asset
so
disposed
of
during
such
period
as
if
such
disposition
had
been
consummated
on
thefirst
day
of
the
applicable
period,
in
accordance
with
GAAP,
and
(iii)
with
respect
to
any
Indebtedness
incurred
or
Restricted
Payment
or
Investment
made,
thatsuch
Indebtedness
had
been
incurred
or
such
Restricted
Payment
or
Investment
had
been
made
(and20Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.all
Indebtedness
in
connection
with
such
Restricted
Payment
or
Investment
had
been
incurred),
as
applicable,
on
the
first
day
of
the
applicable
period.“
Pro
Forma
Capped
Adjustments
”
has
the
meaning
assigned
to
such
term
in
the
definition
of
“Pro
Forma
Basis”.“
Pro
Rata
Share
”
shall
mean
(i)
with
respect
to
any
Class
of
Commitment
or
Loan
of
any
Lender
at
any
time,
a
percentage,
the
numerator
ofwhich
shall
be
such
Lender’s
Commitment
of
such
Class
(or
if
such
Commitment
has
been
terminated
or
expired
or
the
Loans
have
been
declared
to
be
due
andpayable,
such
Lender’s
Revolving
Credit
Exposure
or
Incremental
Term
Loan,
as
applicable),
and
the
denominator
of
which
shall
be
the
sum
of
all
Commitmentsof
such
Class
of
all
Lenders
(or
if
such
Commitments
have
been
terminated
or
expired
or
the
Loans
have
been
declared
to
be
due
and
payable,
all
Revolving
CreditExposure
or
Incremental
Term
Loans,
as
applicable,
of
all
Lenders)
and
(ii)
with
respect
to
all
Classes
of
Commitments
and
Loans
of
any
Lender
at
any
time,
thenumerator
of
which
shall
be
the
sum
of
such
Lender’s
Revolving
Commitment
(or
if
such
Revolving
Commitment
has
been
terminated
or
expired
or
the
Loanshave
been
declared
to
be
due
and
payable,
such
Lender’s
Revolving
Credit
Exposure)
and
Incremental
Term
Loans
and
the
denominator
of
which
shall
be
the
sumof
all
Lenders’
Revolving
Commitments
(or
if
such
Revolving
Commitments
have
been
terminated
or
expired
or
the
Loans
have
been
declared
to
be
due
andpayable,
all
Revolving
Credit
Exposure
of
all
Lenders
funded
under
such
Commitments)
and
Incremental
Term
Loans.“
PTE
”
shall
mean
a
prohibited
transaction
class
exemption
issued
by
the
U.S.
Department
of
Labor,
as
any
such
exemption
may
be
amendedfrom
time
to
time.“
Qualified
Capital
Stock
”
shall
mean
any
Capital
Stock
that
is
not
Disqualified
Capital
Stock.“
Real
Estate
”
shall
mean
all
real
property
owned
or
leased
by
Parent
or
any
of
its
Subsidiaries.“
Recipient
”
shall
mean,
as
applicable,
(a)
the
Administrative
Agent,
(b)
any
Lender
and
(c)
the
Issuing
Bank.“
Regulation
D
”
shall
mean
Regulation
D
of
the
Board
of
Governors
of
the
Federal
Reserve
System,
as
the
same
may
be
in
effect
from
time
totime,
and
any
successor
regulations.“
Regulation
T
”
shall
mean
Regulation
T
of
the
Board
of
Governors
of
the
Federal
Reserve
System,
as
the
same
may
be
in
effect
from
time
totime,
and
any
successor
regulations.“
Regulation
U
”
shall
mean
Regulation
U
of
the
Board
of
Governors
of
the
Federal
Reserve
System,
as
the
same
may
be
in
effect
from
time
totime,
and
any
successor
regulations.“
Regulation
X
”
shall
mean
Regulation
X
of
the
Board
of
Governors
of
the
Federal
Reserve
System,
as
the
same
may
be
in
effect
from
time
totime,
and
any
successor
regulations.“
Regulation
Y
”
shall
mean
Regulation
Y
of
the
Board
of
Governors
of
the
Federal
Reserve
System,
as
the
same
may
be
in
effect
from
time
totime,
and
any
successor
regulations.“
Related
Parties
”
shall
mean,
with
respect
to
any
specified
Person,
such
Person’s
Affiliates
and
the
respective
managers,
administrators,trustees,
partners,
directors,
officers,
employees,
agents,
advisors,
counsel,
consultants
or
other
representatives
of
such
Person
and
such
Person’s
Affiliates.“
Release
”
shall
mean
any
release,
spill,
emission,
leaking,
dumping,
injection,
pouring,
deposit,
disposal,
discharge,
dispersal,
leaching
ormigration
into
the
environment
(including
ambient
air,
surface
water,
groundwater,
land
surface
or
subsurface
strata)
or
within
any
building,
structure,
facility
orfixture.“
Required
Lenders
”
shall
mean,
at
any
time,
Lenders
holding
more
than
50%
of
the
aggregate
outstanding
Revolving
Commitments
andIncremental
Term
Loans
at
such
time
or,
if
the
Lenders
have
no
Commitments
outstanding,
then
Lenders
holding
more
than
50%
of
the
aggregate
outstandingRevolving
Credit
Exposure
and
Incremental
Term
Loans
of
the
Lenders
at
such
time;
provided
,
that
to
the
extent
that
any
Lender
is
a
Defaulting
Lender,
suchDefaulting
Lender
and
all
of
its
Revolving
Commitments,
Revolving
Credit
Exposure
and
Incremental
Term
Loans
shall
be
excluded
for
purposes
ofdetermining
Required
Lenders.“
Required
Revolving
Lenders
”
shall
mean,
at
any
time,
Lenders
holding
more
than
50%
of
the
aggregate
outstanding
Revolving
Commitmentsat
such
time
or,
if
the
Lenders
have
no
Revolving
Commitments
outstanding,
then
Lenders
holding
more
than
50%
of
the
aggregate
Revolving
Credit
Exposure;provided
that
to
the
extent
that
any
Lender
is
a
Defaulting21Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Lender,
such
Defaulting
Lender
and
all
of
its
Revolving
Commitments
and
Revolving
Credit
Exposure
shall
be
excluded
for
purposes
of
determining
RequiredRevolving
Lenders.“
Requirement
of
Law
”
for
any
Person
shall
mean
the
articles
or
certificate
of
incorporation,
bylaws,
partnership
certificate
and
agreement,
orlimited
liability
company
certificate
of
organization
and
agreement,
as
the
case
may
be,
and
other
organizational
and
governing
documents
of
such
Person,
and
anylaw,
treaty,
rule
or
regulation,
or
determination
of
a
Governmental
Authority,
in
each
case
applicable
to
or
binding
upon
such
Person
or
any
of
its
property
or
towhich
such
Person
or
any
of
its
property
is
subject.“
Responsible
Officer
”
shall
mean
(x)
with
respect
to
certifying
compliance
with
the
financial
covenant
set
forth
in
Article
VI
,
the
chieffinancial
officer
or
the
treasurer
of
Parent
and
(y)
with
respect
to
all
other
provisions,
any
of
the
president,
the
chief
executive
officer,
the
chief
operating
officer,the
chief
financial
officer,
the
treasurer
or
a
vice
president
of
Parent
or
such
other
representative
of
Parent
as
may
be
designated
in
writing
by
any
one
of
theforegoing
with
the
consent
of
the
Administrative
Agent.“
Restatement
Date
”
shall
mean
the
date
on
which
the
conditions
precedent
set
forth
in
Section
3.1
and
Section
3.2
have
been
satisfied
orwaived
in
accordance
with
Section
10.2
.“
Restricted
Payment
”
shall
mean,
for
any
Person,
any
dividend
or
distribution
on
any
class
of
its
Capital
Stock,
or
any
payment
on
account
of,or
set
apart
assets
for
a
sinking
or
other
analogous
fund
for,
the
purchase,
redemption,
retirement,
defeasance
or
other
acquisition
of
any
shares
of
its
Capital
Stock,any
Indebtedness
subordinated
to
the
Obligations
or
any
Guarantee
thereof
or
any
options,
warrants
or
other




rights
to
purchase
such
Capital
Stock
or
suchIndebtedness,
whether
now
or
hereafter
outstanding,
any
management
or
similar
fees,
or
any
payments
in
cash
(including,
without
limitation,
any
premiums
paid)in
respect
of
the
Permitted
Bond
Hedge
Transaction
or
the
Permitted
Warrant
Transaction.“
Revolving
Commitment
”
shall
mean,
with
respect
to
each
Lender,
the
commitment
of
such
Lender
to
make
Revolving
Loans
to
the
Borrowerand
to
acquire
participations
in
Letters
of
Credit
and
Swingline
Loans
in
an
aggregate
principal
amount
not
exceeding
the
amount
set
forth
with
respect
to
suchLender
on
Schedule
II
,
as
such
schedule
may
be
amended
pursuant
to
Section
2.23
,
or,
in
the
case
of
a
Person
becoming
a
Lender
after
the
Restatement
Date,
theamount
of
the
assigned
“Revolving
Commitment”
as
provided
in
the
Assignment
and
Assumption
executed
by
such
Person
as
an
assignee,
or
the
joinder
executedby
such
Person,
in
each
case
as
such
commitment
may
subsequently
be
increased
or
decreased
pursuant
to
the
terms
hereof.“
Revolving
Commitment
Termination
Date
”
shall
mean
the
earliest
of
(i)
November
21,
2022,
(ii)
the
date
on
which
the
RevolvingCommitments
are
terminated
pursuant
to
Section
2.8
and
(iii)
the
date
on
which
all
amounts
outstanding
under
this
Agreement
have
been
declared
or
haveautomatically
become
due
and
payable
(whether
by
acceleration
or
otherwise).“
Revolving
Credit
Exposure
”
shall
mean,
with
respect
to
any
Lender
at
any
time,
the
sum
of
the
outstanding
principal
amount
of
such
Lender’sRevolving
Loans,
LC
Exposure
and
Swingline
Exposure.“
Revolving
Loan
”
shall
mean
a
loan
made
by
a
Lender
(other
than
the
Swingline
Lender)
to
the
Borrower
under
its
Revolving
Commitment,which
may
either
be
a
Base
Rate
Loan
or
a
Eurodollar
Loan.“
S&P
”
shall
mean
Standard
&
Poor’s,
a
Standard
&
Poor’s
Financial
Services
LLC
business.“
Sale/Leaseback
Transaction
”
shall
have
the
meaning
set
forth
in
Section
7.9.“
Sanctioned
Country
”
shall
mean,
at
any
time,
a
country,
region
or
territory
that
is,
or
whose
government
is,
the
subject
or
target
of
anySanctions.“
Sanctioned
Person
”
shall
mean,
at
any
time,
(a)
any
Person
that
is
the
subject
or
target
of
any
Sanctions,
(b)
any
Person
located,
organized,operating
or
resident
in
a
Sanctioned
Country
or
(c)
any
Person
owned
or
controlled
by
any
such
Person.“
Sanctions
”
shall
mean
economic
or
financial
sanctions
or
trade
embargoes
administered
or
enforced
from
time
to
time
by
(a)
the
U.S.government,
including
those
administered
by
OFAC
or
the
U.S.
Department
of
State,
(b)
the
United
Nations
Security
Council,
the
European
Union
or
HerMajesty’s
Treasury
of
the
United
Kingdom
or
(c)
any
other
relevant
sanctions
authority.“
Secured
Parties
”
shall
mean
the
Administrative
Agent,
the
Lenders,
the
Issuing
Bank,
the
Lender-Related
Hedge
Providers
and
the
BankProduct
Providers.22Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.“
Senior
Secured
Net
Leverage
Ratio
”
shall
mean,
as
of
any
date,
the
ratio
of
(a)
the
sum
of
(i)
Consolidated
Senior
Secured
Debt
as
of
suchdate
minus
(ii)
an
aggregate
amount
of
Parent
and
its
Subsidiaries’
unrestricted
cash
and
Cash
Equivalents
located
in
the
United
States
not
to
exceed
$50,000,000(in
each
case,
that
are
free
and
clear
of
all
Liens
(other
than
Liens
securing
Obligations))
as
of
such
date
to
(b)
Consolidated
EBITDA
for
the
four
consecutiveFiscal
Quarters
ending
on
such
date.“
Sole
Arranger
”
shall
mean
SunTrust
Robinson
Humphrey,
Inc.,
in
its
capacity
as
left
lead
arranger
in
connection
with
this
Agreement.“
Solvent
”
shall
mean,
with
respect
to
any
Person
on
a
particular
date,
that
on
such
date
(a)
the
fair
value
of
the
property
of
such
Person
isgreater
than
the
total
amount
of
liabilities,
including
subordinated
and
contingent
liabilities,
of
such
Person;
(b)
the
present
fair
saleable
value
of
the
assets
of
suchPerson
is
not
less
than
the
amount
that
will
be
required
to
pay
the
probable
liability
of
such
Person
on
its
debts
and
liabilities,
including
subordinated
andcontingent
liabilities
as
they
become
absolute
and
matured;
(c)
such
Person
does
not
intend
to,
and
does
not
believe
that
it
will,
incur
debts
or
liabilities
beyondsuch
Person’s
ability
to
pay
as
such
debts
and
liabilities
mature;
and
(d)
such
Person
is
not
engaged
in
a
business
or
transaction,
and
is
not
about
to
engage
in
abusiness
or
transaction,
for
which
such
Person’s
property
would
constitute
an
unreasonably
small
capital.
The
amount
of
contingent
liabilities
(such
as
litigation,guaranties
and
pension
plan
liabilities)
at
any
time
shall
be
computed
as
the
amount
that,
in
light
of
all
the
facts
and
circumstances
existing
at
the
time,
representsthe
amount
that
would
reasonably
be
expected
to
become
an
actual
or
matured
liability.“
Specified
Cash
Contribution
”
shall
mean
capital
contributions
to
Parent
made
in
cash
or
the
net
cash
proceeds
from
Permitted
Capital
StockIssuances
actually
received
by
Parent.“
Specified
Cash
Contribution
Amount
”
shall
mean
the
aggregate
amount
of
Specified
Cash
Contributions
made
after
the
Restatement
Date.“
Specified
Convertible
Indebtedness
”
shall
mean
the
senior,
unsecured
Indebtedness
of
the
Parent,
expected
to
be
issued
by
the
Parent
in
thesecond
calendar
quarter
of
2017
in
an
aggregate
amount
not
to
exceed
$300,000,000
(inclusive
of
any
additional
Indebtedness
issued
by
the
Parent
pursuant
to
anyoption
to
purchase
any
additional
Indebtedness
granted
to
the
initial
purchasers
of
such
Indebtedness)
that
is
convertible
into
shares
of
common
stock
of
the
Parent(or
other
securities
or
property
following
a
merger
event,
reclassification
or
other
change
of
the
common
stock
of
the
Parent),
cash
or
a
combination
thereof
(suchamount
of
cash
determined
by
reference
to
the
price
of
the
Parent’s
common
stock
or
such
other
securities
or
property),
and
cash
in
lieu
of
fractional
shares
ofcommon
stock
of
the
Parent.“
Specified
Real
Estate
”
shall
mean
certain
office
buildings
located
at
2100
and
2115
Rexford
Road,
Charlotte,
NC,
which
were
purchased
byRexford
Office
Holdings,
LLC,
a
Subsidiary
of
the
Borrower,
on
or
about
December
28,
2016,
and
which
are
intended
to
be
used
as
office
space
by
the
Parent
andits
Subsidiaries.“
Specified
Real
Estate
Finance
Transaction
”
shall
mean
one
or
more
secured
real
estate
financing
facilities
separate
from
this
Agreement
andthe
Obligations
made
for
the
purpose
of
financing
or
refinancing
the
Specified
Real
Estate.“
Subsidiary
”
shall
mean,
with
respect
to
any
Person
(the
“
parent
”)
at
any
date,
any
corporation,
partnership,
joint
venture,
limited
liabilitycompany,
association
or
other
entity
the
accounts
of
which
would
be
consolidated
with
those
of
the
parent
in
the
parent’s
consolidated
financial
statements
if
suchfinancial
statements
were
prepared
in
accordance
with
GAAP
as
of
such
date,
as
well
as
any
other
corporation,
partnership,
joint
venture,
limited
liability
company,association
or
other
entity
(i)
of
which
securities
or
other
ownership
interests
representing
more
than
50%
of
the
equity
or
more
than
50%
of
the
ordinary
votingpower
or,
in
the
case
of
a
partnership,
more
than
50%
of
the
general
partnership
interests
are,
as
of
such
date,
owned
or
held,
or
(ii)
that
is,
as
of
such
date,otherwise
controlled,
by
the
parent
or
one
or
more
subsidiaries
of
the
parent
or
by
the
parent
and
one
or
more
subsidiaries
of
the
parent.
Unless
otherwise
indicated,all
references
to
“Subsidiary”
hereunder
shall
mean
a
Subsidiary
of
Parent.“
Subsidiary
Loan
Party
”
shall
mean
any
Domestic
Subsidiary
of
Parent
that
executes
or
becomes
a
party
to
the
Guaranty
and
SecurityAgreement.
As
of
the
Restatement
Date,
the
Subsidiary
Loan
Parties
are
set
forth
on
Schedule
1.1(b)
.“
Swap
Obligation
”
shall
mean,
with
respect
to
any
Guarantor,
any
obligation
to
pay
or
perform
under
any
agreement,
contract
or
transactionthat
constitutes
a
“swap”
within
the
meaning
of
section
1a(47)
of
the
Commodity
Exchange
Act.“
Swingline
Commitment
”
shall
mean
the
commitment
of
the
Swingline
Lender
to
make
Swingline
Loans
in
an
aggregate
principal
amount
atany
time
outstanding
not
to
exceed
$10,000,000.23Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.“
Swingline
Exposure
”
shall
mean,
with
respect
to
each
Lender,
the
principal
amount
of
the
Swingline
Loans
in
which
such
Lender
is
legallyobligated
either
to
make
a
Base
Rate
Loan
or
to
purchase
a
participation
in
accordance
with
Section
2.4
,
which
shall
equal
such
Lender’s
Pro
Rata
Share
of
alloutstanding
Swingline
Loans.“
Swingline
Lender
”
shall
mean
SunTrust
Bank.“
Swingline
Loan
”
shall
mean
a
loan
made
to
the
Borrower
by
the
Swingline
Lender
under
the
Swingline
Commitment.“
Synthetic
Lease
”
shall
mean
a
lease
transaction
under
which
the
parties
intend
that
(i)
the
lease
will
be
treated
as
an
“operating
lease”
by
thelessee
pursuant
to
Accounting
Standards
Codification
Sections
840-10
and
840-20,
as
amended,
and
(ii)
the
lessee
will
be
entitled
to
various
tax
and
other
benefitsordinarily
available
to
owners
(as
opposed
to
lessees)
of
like
property.“
Synthetic
Lease
Obligations
”
shall
mean,
with
respect
to
any
Person,
the
sum
of
(i)
all
remaining
rental
obligations
of
such
Person
as
lesseeunder
Synthetic
Leases
which
are
attributable
to
principal
and,
without
duplication,
(ii)
all
rental
and
purchase
price
payment
obligations
of
such
Person
under
suchSynthetic
Leases
assuming
such
Person
exercises
the
option
to
purchase
the
lease
property
at
the
end
of
the
lease
term.“
Taxes
”
shall
mean
any
and
all
present
or
future
taxes,
levies,
imposts,
duties,
deductions,
withholdings
(including
backup
withholding),assessments,
fees,
charges
imposed
by
any
Governmental
Authority,
including
any
interest,
additions
to
tax
or
penalties
applicable
thereto.“
Threshold
Amount
”
shall
mean
$20,000,000.“
Trademark
”
shall
have
the
meaning
assigned
to
such
term
in
the
Guaranty
and
Security
Agreement.“
Trademark
Security
Agreement
”
shall
mean
any
Trademark
Security
Agreement
executed
by
a
Loan
Party
owning
registered
Trademarks
orapplications
for
Trademarks
in
favor
of
the
Administrative
Agent
for
the
benefit
of
the
Secured
Parties,
both
on
the
Closing
Date
and
thereafter.“
Trading
with
the
Enemy
Act
”
shall
mean
the
Trading
with
the
Enemy
Act
of
the
United
States
of
America
(50
U.S.C.
App.
§§
1
et
seq.),
asamended
and
in
effect
from
time
to
time.“
Type
”,
when
used
in
reference
to
a
Loan
or
a
Borrowing,
refers
to
whether
the
rate
of
interest
on
such
Loan,
or
on
the
Loans
comprising
suchBorrowing,
is
determined
by
reference
to
the
Adjusted
LIBO
Rate
or
the
Base
Rate.“
Unfinanced
Cash
Capital
Expenditures
”
shall
mean,
for
any
period,
the
amount
of
Capital
Expenditures
made
by
Parent
and
its
Subsidiariesduring
such
period
in
cash,
but
excluding
any
such
Capital
Expenditures
financed
with
Indebtedness
permitted
under
Section
7.1(c)
.“
Unfunded
Pension
Liability
”
of
any
Plan
shall
mean
the
amount,
if
any,
by
which
the
value
of
the
accumulated
plan
benefits
under
the
Plan,determined
on
a
plan
termination
basis
in
accordance
with
actuarial
assumptions
at
such
time
consistent
with
those
prescribed
by
the
PBGC
for
purposes
of
Section4044
of
ERISA,
exceeds
the
fair
market
value
of
all
Plan
assets
allocable
to
such
liabilities
under
Title
IV
of
ERISA
(excluding
any
accrued
but
unpaidcontributions).“
Uniform
Commercial
Code
”
or
“
UCC
”
shall
mean
the
Uniform
Commercial
Code
as
in
effect
from
time
to
time
in
the
State
of
New
York.“
United
States
”
or
“
U.S.
”
shall
mean
the
United
States
of
America.“
U.S.
Borrower
”
shall
mean
any
Borrower
that
is
a
U.S.
Person.“
U.S.
Person
”
shall
mean
any
Person
that
is
a
“United
States
person”
as
defined
in
Section
7701(a)(30)
of
the
Code.“
U.S.
Tax
Compliance
Certificate
”
shall
have
the
meaning
set
forth
in
Section
2.20(e)(ii)
.“
Withdrawal
Liability
”
shall
mean
liability
to
a
Multiemployer
Plan
as
a
result
of
a
complete
or
partial
withdrawal
from
such
MultiemployerPlan,
as
such
terms
are
defined
in
Part
I
of
Subtitle
E
of
Title
IV
of
ERISA.24Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.“
Withholding
Agent
”
shall
mean
Parent,
the
Borrower,
any
other
Loan
Party
or
the
Administrative
Agent,
as
applicable.“
Working
Capital
”
shall
mean:
for
each
Fiscal
Year,
the
Current
Assets
less
the
Current
Liabilities
on
December
31
of
such
Fiscal
Yearcompared
to
the
Current
Assets
less
the
Current
Liabilities
on
December
31
of
the
immediately
prior
Fiscal
Year.“
Write-Down
and
Conversion
Powers
”
shall
mean,
with
respect
to
any
EEA
Resolution
Authority,
the
write-down
and
conversion
powers
ofsuch
EEA
Resolution
Authority
from
time
to
time
under
the
Bail-In
Legislation
for
the
applicable
EEA
Member
Country,
which
write-down
and
conversionpowers
are
described
in
the
EU
Bail-In
Legislation
Schedule.Section 1.2 Classifications of Loans and Borrowings .
For
purposes
of
this
Agreement,
Loans
may
be
classified
and
referred
to
byClass
(e.g.
“Revolving
Loan”
or
“Incremental
Term
Loan”)
or
by
Type
(e.g.
“Eurodollar
Loan”
or
“Base
Rate
Loan”)
or
by
Class
and
Type
(e.g.
“RevolvingEurodollar
Loan”).
Borrowings
also
may
be
classified
and
referred
to
by
Class
(e.g.
“Revolving
Borrowing”)
or
by
Type
(e.g.
“Eurodollar
Borrowing”)
or
by
Classand
Type
(e.g.
“Revolving
Eurodollar
Borrowing”).Section 1.3 Accounting Terms and Determination .
Unless
otherwise
defined
or
specified
herein,
all
accounting
terms
used
hereinshall
be
interpreted,
all
accounting
determinations
hereunder
shall
be
made,
and
all
financial
statements
required
to
be
delivered
hereunder
shall
be
prepared,
inaccordance
with
GAAP
as
in
effect
from
time
to
time,
applied
on
a
basis
consistent
with
the
most
recent
audited
consolidated
financial
statement
of
Parentdelivered
pursuant
to
Section
5.1(a
);
provided
that
if
the
Borrower
notifies
the
Administrative
Agent
that
the
Borrower
wishes
to
amend
any
covenant
in
ArticleVI
to
eliminate
the
effect
of
any
change
in
GAAP
on
the
operation
of
such
covenant
(or
if
the
Administrative
Agent
notifies
the
Borrower
that
the
RequiredLenders
wish
to
amend
Article
VI
for
such
purpose),
then
the
Borrower’s
compliance
with
such
covenant
shall
be
determined
on
the
basis
of
GAAP
in
effectimmediately
before
the
relevant
change
in
GAAP
became
effective,
until
either
such
notice
is
withdrawn
or
such
covenant
is
amended
in
a
manner
reasonablysatisfactory
to
the
Borrower
and
the
Required
Lenders
and
the
Administrative
Agent,
the
Lenders
and
the
Borrower
shall
negotiate
in
good
faith
to
amend
suchcovenant
to
preserve
the
original
intent
thereof
in
light
of
such
change
in
GAAP.
Notwithstanding
any
other
provision
contained
herein,
all
terms
of
an
accountingor
financial
nature
used
herein
shall
be
construed,
and
all
computations
of
amounts
and
ratios
referred
to
herein
shall
be
made,
without
giving
effect
to
any
electionunder
Accounting
Standards
Codification
Section
825-10
(or
any
other
Financial
Accounting
Standard
having
a
similar
result
or
effect)
to
value
any
Indebtednessor
other
liabilities
of
any
Loan
Party
or
any
Subsidiary
of
any
Loan
Party
at
“fair
value”,
as
defined
therein.Section 1.4 Terms Generally .
The
definitions
of
terms
herein
shall
apply
equally
to
the
singular
and
plural
forms
of
the
terms
defined.Whenever
the
context
may
require,
any
pronoun
shall
include
the
corresponding
masculine,
feminine
and
neuter
forms.
The
words
“include”,
“includes”
and“including”
shall
be
deemed
to
be
followed
by
the
phrase
“without
limitation”.
The
word
“will”
shall
be
construed
to
have
the
same
meaning
and
effect
as
the
word“shall”.
In
the
computation
of
periods
of
time
from
a
specified
date
to
a
later
specified
date,
the
word
“from”
means
“from
and
including”
and
the
word
“to”
means“to
but
excluding”.
Unless
the
context
requires
otherwise
(i)
any
definition
of
or
reference
to
any
agreement,
instrument
or
other
document
herein
shall
beconstrued
as
referring
to
such
agreement,
instrument
or
other
document
as
it
was
originally
executed
or
as
it
may
from
time
to
time
be
amended,
restated,supplemented
or
otherwise
modified
(subject
to
any
restrictions
on
such
amendments,
supplements
or
modifications
set
forth
herein),
(ii)
any
reference
herein
toany
Person
shall
be
construed
to
include
such
Person’s
successors
and
permitted
assigns,
(iii)
the
words
“hereof”,
“herein”
and
“hereunder”
and
words
of
similarimport
shall
be
construed
to
refer
to
this
Agreement
as
a
whole
and
not
to
any
particular
provision
hereof,
(iv)
all
references
to
Articles,
Sections,
Exhibits
andSchedules
shall
be
construed
to
refer
to
Articles,
Sections,
Exhibits
and
Schedules
to
this
Agreement
and
(v)
all
references
to
a
specific
time
shall
be
construed
torefer
to
the
time
in
the
city
and
state
of
the
Administrative
Agent’s
principal
office,
unless
otherwise
indicated.Section 1.5 Limited Condition Transactions .(a)
In
connection
with
any
action
being
taken
in
connection
with
a
Limited
Condition
Transaction,
for
purposes
of
determiningcompliance
with
any
provision
of
this
Agreement
which
requires
that
no
Default
or
Event
of
Default
has
occurred,
is
continuing
or
would
result
from
anysuch
action,
as
applicable,
such
condition
shall,
at
the
option
of
the
Borrower,
be
deemed
satisfied,
so
long
as
no
Event
of
Default
under
Sections
8.1(h)
or8.1(i)
exists
or
would
result
from
such
Limited
Condition
Transaction
if
the
Limited
Condition
Transaction
and
other
pro
forma
events
in
connectiontherewith
were
consummated
on
the
LCT
Test
Date.
Notwithstanding
any
provision
herein
to
the
contrary,
if
the
Borrower
has
exercised
its
option
underthe
first
sentence
of
this
Section
1.5
,
and
any
Default
or
Event
of
Default
occurs
following
the
date
the
definitive
agreements
for
the
applicable
LimitedCondition
Transaction
were
entered
into
and
prior
to
the
consummation
of
such
Limited
Condition
Transaction,
any
such
Default
or
Event
of
Defaultshall
be
deemed
to
not
have
occurred
or
be
continuing
solely
for
purposes
of
determining
whether
any
action
being
taken
in25Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.connection
with
such
Limited
Condition
Transaction
is
permitted
hereunder,
but
for
the
avoidance
of
doubt,
any
such
Default
or
Event
of
Default
shall
bea
Default
or
Event
of
Default
for
all
other
purposes
hereunder.(b)
In
connection
with
any
action
being
taken
in
connection
with
a
Limited
Condition
Transaction,
for
purposes
ofdetermining
(i)
compliance
on
a
pro
forma
basis
with
the
Consolidated
Total
Net
Leverage
Ratio
or
the
Senior
Secured
Net
Leverage
Ratio
(but,
for
theavoidance
of
doubt,
not
for
purposes
of
determining
whether
the
Parent
and
the
Borrower
have
complied
with
the
financial
covenant
set
forth
in
ArticleVI
),
(ii)
whether
a
Default
or
Event
of
Default
has
occurred
and
is
continuing,
or
(iii)
the
accuracy
of
any
representation
or
warranty,
then,
in
each
case,the
date
of
determination
for
whether
any
such
action
is
permitted
hereunder
shall,
at
the
election
of
the
Borrower
(the
Borrower’s
election
to
exercisesuch
option
in
connection
with
any
Limited
Condition
Transaction,
an
“
LCT
Election
”),
be
deemed
to
be
the
LCT
Test
Date
(and
not,
for
the
avoidanceof
doubt,
the
date
of
consummation
of
such
Limited
Condition
Transaction),
after
giving
effect
on
a
Pro
Forma
Basis
to
such
Limited
ConditionTransaction
and
the
other
transactions
to
be
entered
into
in
connection
therewith
(including
the
incurrence
of
Indebtedness
or
Liens
and
the
use
ofproceeds
thereof)
as
if
they
had
occurred
at
the
beginning
of
the
most
recently
ended
period
of
four
Fiscal
Quarters
of
the
Parent
ending
prior
to
the
LCTTest
Date
for
which
financial
statements
are
required
to
have
been
delivered
pursuant
to
Section
5.1(a)
or
(b)
(or,
with
respect
to
any
determination
of
anyfinancial
ratio
or
metric
for
any
person
and
its
subsidiaries
to
be
acquired
in
such
Limited
Condition
Transaction,
the
specified
applicable
period
therefor).For
the
avoidance
of
doubt,
if
the
Parent
or
any
of
its
Subsidiaries
has
exercised
such
option
and
any
of
such
ratios,
metrics
or
amounts
for
whichcompliance
was
determined
or
tested
as
of
the
LCT
Test
Date
are
exceeded
as
a
result
of
fluctuations
in
any
such
ratio,
metric
or
amount,
including
due
tofluctuations
in
Consolidated
EBITDA,
at
or
prior
to
the
consummation
of
such
Limited
Condition
Transaction,
such
ratio,
metric
or
amount
will
bedeemed
not
to
have
been
exceeded
as
a
result
of
such
fluctuations
solely
for
purposes
of
determining
whether
such
provision
has
been
satisfied
inconnection
with
such
Limited
Condition
Transaction.(c)
If
the
Parent
or
any
of
its
Subsidiaries
makes
such
LCT
Election
in
connection
with
any
Limited
Condition
Transaction,then
(i)
in
connection
with
any
subsequent
calculation
of
any
ratio,
metric,
or
amount
(but,
for
the
avoidance
of
doubt,
not
for
purposes
of
determiningwhether
the
Parent
and
the
Borrower
have
complied
with
the
financial
covenant
set
forth
in
Article
VI
))
on
or
following
the
relevant
LCT
Test
Date
andprior
to
the
earlier
of
(A)
the
date
on
which
such
Limited
Condition
Transaction
is
consummated
and
(B)
the
date
that
the
definitive
agreement
for
suchLimited
Condition
Transaction
is
terminated
or
expires
without
consummation
of
such
Limited
Condition
Transaction,
any
such
ratio,
metric,
or
amountshall
be
calculated
on
a
Pro
Forma
Basis
assuming
that
such
Limited
Condition
Transaction
and
any
other
transactions
in
connection
therewith
(includingany
incurrence
of
indebtedness
or
liens
and
the
use
of
proceeds
thereof)
have
been
consummated
and
(ii)
such
ratio,
metric
or
amount
availability
shallnot
be
tested
at
the
time
of
consummation
of
such
Limited
Condition
Transaction.ARTICLE IIAMOUNT AND TERMS OF THE COMMITMENTSSection 2.1 General Description of Facilities .
Subject
to
and
upon
the
terms
and
conditions
herein
set
forth,
(i)
the
Lenders
herebyestablish
in
favor
of
the
Borrower
a
revolving
credit
facility
pursuant
to
which
each
Lender
severally
agrees
(to
the
extent
of
such
Lender’s
RevolvingCommitment)
to
make
Revolving
Loans
to
the
Borrower
in
accordance
with
Section
2.2
;
(ii)
the
Issuing
Bank
may
issue
Letters
of
Credit
in
accordance
withSection
2.22
;
(iii)
the
Swingline
Lender
may
make
Swingline
Loans
in
accordance
with
Section
2.4
;
(iv)
each
Lender
agrees
to
purchase
a
participation
interest
inthe
Letters
of
Credit
and
the
Swingline
Loans
pursuant
to
the
terms
and
conditions
hereof;
provided
that
in
no
event
shall
the
aggregate
principal
amount
of
alloutstanding
Revolving
Loans,
Swingline
Loans
and
outstanding
LC
Exposure
exceed
the
Aggregate
Revolving
Commitment
Amount
in
effect
from
time
to
time,and
(v)
Incremental
Term
Loan
commitments
may
be
established
as
provided
in
Section
2.23
and
the
Incremental
Term
Loans
thereunder
shall
be
made
inaccordance
with
such
Section.Section 2.2 Revolving Loans .
Subject
to
the
terms
and
conditions
set
forth
herein,
each
Lender
severally
agrees
to
make
RevolvingLoans,
ratably
in
proportion
to
its
Pro
Rata
Share
of
the
Aggregate
Revolving
Commitments,
to
the
Borrower,
from
time
to
time
during
the
Availability
Period,
inan
aggregate
principal
amount
outstanding
at
any
time
that
will
not
result
in
(a)
such
Lender’s
Revolving
Credit
Exposure
exceeding
such
Lender’s
RevolvingCommitment
or
(b)
the
aggregate
Revolving
Credit
Exposures
of
all
Lenders
exceeding
the
Aggregate
Revolving
Commitment
Amount.
During
the
AvailabilityPeriod,
the
Borrower
shall
be
entitled
to
borrow,
prepay
and
reborrow
Revolving
Loans
in
accordance
with
the
terms
and
conditions
of
this
Agreement;
providedthat
the
Borrower
may
not
borrow
or
reborrow
should
there
exist
a
Default
or
Event
of
Default.Section 2.3 Procedure for Revolving Borrowings .
The
Borrower
shall
give
the
Administrative
Agent
written
notice
(or
telephonicnotice
promptly
confirmed
in
writing)
of
each
Revolving
Borrowing,
substantially
in
the
form
of
Exhibit
2.3
attached
hereto
(a
“
Notice
of
Revolving
Borrowing”),
(x)
prior
to
11:00
a.m.
one
(1)
Business
Day
prior
to
the
requested
date
of26Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.each
Base
Rate
Borrowing
and
(y)
prior
to
11:00
a.m.
three
(3)
Business
Days
prior
to
the
requested
date
of
each
Eurodollar
Borrowing.
Each
Notice
of
RevolvingBorrowing
shall
be
irrevocable
and
shall
specify
(i)
the
aggregate
principal
amount
of
such
Borrowing,
(ii)
the
date
of
such
Borrowing
(which
shall
be
a
BusinessDay),
(iii)
the
Type
of
such
Revolving
Loan
comprising
such
Borrowing
and
(iv)
in
the
case
of
a
Eurodollar
Borrowing,
the
duration
of
the
initial
Interest
Periodapplicable
thereto
(subject
to
the
provisions
of
the
definition
of
Interest
Period).
Each
Revolving
Borrowing
shall
consist
entirely
of
Base
Rate
Loans
or
EurodollarLoans,
as
the
Borrower
may
request.
The
aggregate
principal
amount
of
each
Eurodollar
Borrowing
shall
not
be
less
than
$250,000
or
a
larger
multiple
of$250,000,
and
the
aggregate
principal
amount
of
each
Base
Rate
Borrowing
shall
not
be
less
than
$250,000
or
a
larger
multiple
of
$250,000;
provided
that
BaseRate
Loans
made
pursuant
to
Section
2.4
or
Section
2.22(d
)
may
be
made
in
lesser
amounts
as
provided
therein.
At
no
time
shall
the
total
number
of
EurodollarBorrowings
outstanding
at
any
time
exceed
four
(4).
Promptly
following
the
receipt
of
a
Notice
of
Revolving
Borrowing
in
accordance
herewith,
theAdministrative
Agent
shall
advise
each
Lender
of
the
details
thereof
and
the
amount
of
such
Lender’s
Revolving
Loan
to
be
made
as
part
of
the
requestedRevolving
Borrowing.Section 2.4 Swingline Commitment .(a)
Subject
to
the
terms
and
conditions
set
forth
herein,
the
Swingline
Lender
shall
make
Swingline
Loans
to
the
Borrower,from
time
to
time
during
the
Availability
Period,
in
an
aggregate
principal
amount
outstanding
at
any
time
not
to
exceed
the
lesser
of
(i)
the
SwinglineCommitment
then
in
effect
and
(ii)
the
difference
between
the
Aggregate
Revolving
Commitment
Amount
and
the
aggregate
Revolving
Credit
Exposuresof
all
Lenders;
provided
that
the
Swingline
Lender
shall
not
be
required
to
make
a
Swingline
Loan
to
refinance
an
outstanding
Swingline
Loan.
TheBorrower
shall
be
entitled
to
borrow,
repay
and
reborrow
Swingline
Loans
in
accordance
with
the
terms
and
conditions
of
this
Agreement.(b)
The
Borrower
shall
give
the
Administrative
Agent
written
notice
(or
telephonic
notice
promptly
confirmed
in
writing)
ofeach
Swingline
Borrowing,
substantially
in
the
form
of
Exhibit
2.4
attached
hereto
(a
“
Notice
of
Swingline
Borrowing
”),
prior
to
10:00
a.m.
on
therequested
date
of
each
Swingline
Borrowing.
Each
Notice
of
Swingline
Borrowing
shall
be
irrevocable
and
shall
specify
(i)
the
principal
amount
of
suchSwingline
Borrowing,
(ii)
the
date
of
such
Swingline
Borrowing
(which
shall
be
a
Business
Day)
and
(iii)
the
account
of
the
Borrower
to
which
theproceeds
of
such
Swingline
Borrowing
should
be
credited.
The
Administrative
Agent
will
promptly
advise
the
Swingline
Lender
of
each
Notice
ofSwingline
Borrowing.
The
aggregate
principal
amount
of
each
Swingline
Loan
shall
not
be
less
than
$100,000
or
a
larger
multiple
of
$50,000,
or
suchother
minimum
amounts
agreed
to
by
the
Swingline
Lender
and
the
Borrower.
The
Swingline
Lender
will
make
the
proceeds
of
each
Swingline
Loanavailable
to
the
Borrower
in
Dollars
in
immediately
available
funds
at
the
account
specified
by
the
Borrower
in
the
applicable
Notice
of
SwinglineBorrowing
not
later
than
1:00
p.m.
on
the
requested
date
of
such
Swingline
Borrowing.(c)
The
Swingline
Lender,
at
any
time
and
from
time
to
time
in
its
sole
discretion,
may,
but
in
no
event
no
less
frequently
thanonce
each
calendar
week
shall,
on
behalf
of
the
Borrower
(which
hereby
irrevocably
authorizes
and
directs
the
Swingline
Lender
to
act
on
its
behalf),
givea
Notice
of
Revolving
Borrowing
to
the
Administrative
Agent
requesting
the
Lenders
(including
the
Swingline
Lender)
to
make
Base
Rate
Loans
in
anamount
equal
to
the
unpaid
principal
amount
of
any
Swingline
Loan.
Each
Lender
will
make
the
proceeds
of
its
Base
Rate
Loan
included
in
suchBorrowing
available
to
the
Administrative
Agent
for
the
account
of
the
Swingline
Lender
in
accordance
with
Section
2.6
,
which
will
be
used
solely
forthe
repayment
of
such
Swingline
Loan.(d)
If
for
any
reason
a
Base
Rate
Borrowing
may
not
be
(as
determined
in
the
sole
discretion
of
the
Administrative
Agent),
oris
not,
made
in
accordance
with
the
foregoing
provisions,
then
each
Lender
(other
than
the
Swingline
Lender)
shall
purchase
an
undivided
participatinginterest
in
such
Swingline
Loan
in
an
amount
equal
to
its
Pro
Rata
Share
thereof
on
the
date
that
such
Base
Rate
Borrowing
should
have
occurred.
On
thedate
of
such
required
purchase,
each
Lender
shall
promptly
transfer,
in
immediately
available
funds,
the
amount
of
its
participating
interest
to
theAdministrative
Agent
for
the
account
of
the
Swingline
Lender.(e)
Each
Lender’s
obligation
to
make
a
Base
Rate
Loan
pursuant
to
subsection
(c)
of
this
Section
or
to
purchase
participatinginterests
pursuant
to
subsection
(d)
of
this
Section
shall
be
absolute
and
unconditional
and
shall
not
be
affected
by
any
circumstance,
including,
withoutlimitation,
(i)
any
set-off,
counterclaim,
recoupment,
defense
or
other
right
that
such
Lender
or
any
other
Person
may
have
or
claim
against
the
SwinglineLender,
the
Borrower
or
any
other
Person
for
any
reason
whatsoever,
(ii)
the
existence
of
a
Default
or
an
Event
of
Default
or
the
termination
of
anyLender’s
Revolving
Commitment,
(iii)
the
existence
(or
alleged
existence)
of
any
event
or
condition
which
has
had
or
would
reasonably
be
expected
tohave
a
Material
Adverse
Effect,
(iv)
any
breach
of
this
Agreement
or
any
other
Loan
Document
by
any
Loan
Party,
the
Administrative
Agent
or
anyLender
or
(v)
any
other
circumstance,
happening
or
event
whatsoever,
whether
or
not
similar
to
any
of
the
foregoing.
If
such
amount
is
not
in
fact
madeavailable
to
the
Swingline
Lender
by
any
Lender,
the
Swingline
Lender
shall
be
entitled
to
recover
such
amount
on
demand
from
such
Lender,27Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.together
with
accrued
interest
thereon
for
each
day
from
the
date
of
demand
thereof
(x)
at
the
Federal
Funds
Rate
until
the
second
Business
Day
after
suchdemand
and
(y)
at
the
Base
Rate
at
all
times
thereafter.
Until
such
time
as
such
Lender
makes
its
required
payment,
the
Swingline
Lender
shall
be
deemedto
continue
to
have
outstanding
Swingline
Loans
in
the
amount
of
the
unpaid
participation
for
all
purposes
of
the
Loan
Documents.
In
addition,
suchLender
shall
be
deemed
to
have
assigned
any
and
all
payments
made
of
principal
and
interest
on
its
Loans
and
any
other
amounts
due
to
it
hereunder
tothe
Swingline
Lender
to
fund
the
amount
of
such
Lender’s
participation
interest
in
such
Swingline
Loans
that
such
Lender
failed
to
fund
pursuant
to
thisSection,
until
such
amount
has
been
purchased
in
full.Section 2.5 [ Intentionally Omitted ].Section 2.6 Funding of Borrowings .(a)
Each
Lender
will
make
available
each
Loan
to
be
made
by
it
hereunder
on
the
proposed
date
thereof
by
wire
transfer
inimmediately
available
funds
by
11:00
a.m.
to
the
Administrative
Agent
at
the
Payment
Office;
provided
that
the
Swingline
Loans
will
be
made
as
setforth
in
Section
2.4
.
The
Administrative
Agent
will
make
such
Loans
available
to
the
Borrower
by
promptly
crediting
the
amounts
that
it
receives,
in
likefunds
by
the
close
of
business
on
such
proposed
date,
to
an
account
maintained
by
the
Borrower
with
the
Administrative
Agent
or,
at
the
Borrower’soption,
by
effecting
a
wire
transfer
of
such
amounts
to
an
account
designated
by
the
Borrower
to
the
Administrative
Agent.(b)
Unless
the
Administrative
Agent
shall
have
been
notified
by
any
Lender
prior
to
5:00
p.m.
one
(1)
Business
Day
prior
tothe
date
of
a
Borrowing
in
which
such
Lender
is
to
participate
that
such
Lender
will
not
make
available
to
the
Administrative
Agent
such
Lender’s
shareof
such
Borrowing,
the
Administrative
Agent
may
assume
that
such
Lender
has
made
such
amount
available
to
the
Administrative
Agent
on
such
date,and
the
Administrative
Agent,
in
reliance
on
such
assumption,
may
make
available
to
the
Borrower
on
such
date
a
corresponding
amount.
If
suchcorresponding
amount
is
not
in
fact
made
available
to
the
Administrative
Agent
by
such
Lender
on
the
date
of
such
Borrowing,
the
Administrative
Agentshall
be
entitled
to
recover
such
corresponding
amount
on
demand
from
such
Lender
together
with
interest
(x)
at
the
Federal
Funds
Rate
until
the
secondBusiness
Day
after
such
demand
and
(y)
at
the
Base
Rate
at
all
times
thereafter.
If
such
Lender
does
not
pay
such
corresponding
amount
forthwith
uponthe
Administrative
Agent’s
demand
therefor,
the
Administrative
Agent
shall
promptly
notify
the
Borrower,
and
the
Borrower
shall
immediately
pay
suchcorresponding
amount
to
the
Administrative
Agent
together
with
interest
at
the
rate
specified
for
such
Borrowing.
Nothing
in
this
subsection
shall
bedeemed
to
relieve
any
Lender
from
its
obligation
to
fund
its
Pro
Rata
Share
of
any
Borrowing
hereunder
or
to
prejudice
any
rights
which
the
Borrowermay
have
against
any
Lender
as
a
result
of
any
de-fault
by
such
Lender
hereunder.(c)
All
Revolving
Borrowings
shall
be
made
by
the
Lenders
on
the
basis
of
their
respective
Pro
Rata
Shares.
No
Lender
shallbe
responsible
for
any
default
by
any
other
Lender
in
its
obligations
hereunder,
and
each
Lender
shall
be
ob-ligated
to
make
its
Loans
provided
to
bemade
by
it
hereunder,
regardless
of
the
failure
of
any
other
Lender
to
make
its
Loans
hereunder.Section 2.7 Interest Elections .(a)
Each
Borrowing
initially
shall
be
of
the
Type
specified
in
the
applicable
Notice
of
Borrowing.
Thereafter,
the
Borrowermay
elect
to
convert
such
Borrowing
into
a
different
Type
or
to
continue
such
Borrowing,
all
as
provided
in
this
Section.
The
Borrower
may
electdifferent
options
with
respect
to
different
portions
of
the
affected
Borrowing,
in
which
case
each
such
portion
shall
be
allocated
ratably
among
theLenders
holding
Loans
comprising
such
Borrowing,
and
the
Loans
comprising
each
such
portion
shall
be
considered
a
separate
Borrowing.(b)
To
make
an
election
pursuant
to
this
Section,
the
Borrower
shall
give
the
Administrative
Agent
written
notice
(ortelephonic
notice
promptly
confirmed
in
writing)
of
each
Borrowing
that
is
to
be
converted
or
continued,
as
the
case
may
be,
substantially
in
the
form
ofExhibit
2.7
attached
hereto
(a
“
Notice
of
Conversion/Continuation
”)
(x)
prior
to
10:00
a.m.
one
(1)
Business
Day
prior
to
the
requested
date
of
aconversion
into
a
Base
Rate
Borrowing
and
(y)
prior
to
11:00
a.m.
three
(3)
Business
Days
prior
to
a
continuation
of
or
conversion
into
a
EurodollarBorrowing.
Each
such
Notice
of
Conversion/Continuation
shall
be
irrevocable
and
shall
specify
(i)
the
Borrowing
to
which
such
Notice
ofConversion/Continuation
applies
and,
if
different
options
are
being
elected
with
respect
to
different
portions
thereof,
the
portions
thereof
that
are
to
beallocated
to
each
resulting
Borrowing
(in
which
case
the
information
to
be
specified
pursuant
to
clauses
(iii)
and
(iv)
shall
be
specified
for
each
resultingBorrowing),
(ii)
the
effective
date
of
the
election
made
pursuant
to
such
Notice
of
Conversion/Continuation,
which
shall
be
a
Business
Day,
(iii)
whetherthe
resulting
Borrowing
is
to
be
a
Base
Rate
Borrowing
or
a
Eurodollar
Borrowing,
and
(iv)
if
the
resulting
Borrowing
is
to
be
a
Eurodollar
Borrowing,the
Interest
Period
applicable
thereto
after
giving
effect
to
such
election,
which
shall
be
a
period28Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.contemplated
by
the
definition
of
“Interest
Period”.
If
any
such
Notice
of
Conversion/Continuation
requests
a
Eurodollar
Borrowing
but
does
not
specifyan
Interest
Period,
the
Borrower
shall
be
deemed
to
have
selected
an
Interest
Period
of
one
month.
The
principal
amount
of
any
resulting
Borrowing
shallsatisfy
the
minimum
borrowing
amount
for
Eurodollar
Borrowings
and
Base
Rate
Borrowings
set
forth
in
Section
2.3
.(c)
If,
on
the
expiration
of
any
Interest
Period
in
respect
of
any
Eurodollar
Borrowing,
the
Borrower
shall
have
failed
todeliver
a
Notice
of
Conversion/Continuation,
then,
unless
such
Borrowing
is
repaid
as
provided
herein,
the
Borrower
shall
be
deemed
to
have
elected
toconvert
such
Borrowing
to
a
Base
Rate
Borrowing.
No
Borrowing
may
be
converted
into,
or
continued
as,
a
Eurodollar
Borrowing
if
a
Default
or
anEvent
of
Default
exists,
unless
the
Administrative
Agent
and
each
of
the
Lenders
shall
have
otherwise
consented
in
writing.
No
conversion
of
anyEurodollar
Loan
shall
be
permitted
except
on
the
last
day
of
the
Interest
Period
in
respect
thereof.(d)
Upon
receipt
of
any
Notice
of
Conversion/Continuation,
the
Administrative
Agent
shall
promptly
notify
each
Lender
ofthe
details
thereof
and
of
such
Lender’s
portion
of
each
resulting
Borrowing.Section 2.8 Optional Reduction and Termination of Commitments .(a)
Unless
previously
terminated,
all
Revolving
Commitments,
Swingline
Commitments
and
LC
Commitments
shall
terminateon
the
Revolving
Commitment
Termination
Date.
The
Incremental
Term
Loan
commitments
shall
terminate
on
the
date
that
the
applicable
IncrementalTerm
Loans
under
such
commitments
are
made.(b)
Upon
at
least
three
(3)
Business
Days’
prior
written
notice
(or
telephonic
notice
promptly
confirmed
in
writing)
to
theAdministrative
Agent
(which
notice
shall
be
irrevocable),
the
Borrower
may
reduce
the
Aggregate
Revolving
Commitments
in
part
or
terminate
theAggregate
Revolving
Commitments
in
whole;
provided
that
(i)
any
partial
reduction
shall
apply
to
reduce
proportionately
and
permanently
the
RevolvingCommitment
of
each
Lender,
(ii)
any
partial
reduction
pursuant
to
this
Section
shall
be
in
an
amount
of
at
least
$5,000,000
and
any
larger
multiple
of$1,000,000,
and
(iii)
no
such
reduction
shall
be
permitted
which
would
reduce
the
Aggregate
Revolving
Commitment
Amount
to
an
amount
less
than
theaggregate
outstanding
Revolving
Credit
Exposure
of
all
Lenders.
Any
such
reduction
in
the
Aggregate
Revolving
Commitment
Amount
below
theprincipal
amount
of
the
Swingline
Commitment
and
the
LC
Commitment
shall
result
in
a
dollar-for-dollar
reduction
in
the
Swingline
Commitment
andthe
LC
Commitment.(c)
With
the
written
approval
of
the
Administrative
Agent,
the
Borrower
may
terminate
(on
a
non-ratable
basis)
the
unusedamount
of
the
Revolving
Commitment
of
a
Defaulting
Lender,
and
in
such
event
the
provisions
of
Section
2.26
will
apply
to
all
amounts
thereafter
paidby
the
Borrower
for
the
account
of
any
such
Defaulting
Lender
under
this
Agreement
(whether
on
account
of
principal,
interest,
fees,
indemnity
or
otheramounts);
provided
that
such
termination
will
not
be
deemed
to
be
a
waiver
or
release
of
any
claim
that
the
Borrower,
the
Administrative
Agent,
theIssuing
Bank,
the
Swingline
Lender
or
any
other
Lender
may
have
against
such
Defaulting
Lender.Section 2.9 Repayment of Loans .
The
outstanding
principal
amount
of
all
Revolving
Loans
and
Swingline
Loans
shall
be
due
andpayable
(together
with
accrued
and
unpaid
interest
thereon)
on
the
Revolving
Commitment
Termination
Date.
The
outstanding
principal
amount
of
all
IncrementalTerm
Loans
shall
be
due
and
payable
as
agreed
in
writing
by
the
applicable
lenders
of
such
Incremental
Term
Loans
and
the
Borrower,
subject
to
Section
2.23
.Any
Incremental
Term
Loans
that
are
repaid
or
prepaid
may
not
be
reborrowed.Section 2.10 Evidence of Indebtedness .(a)
Each
Lender
shall
maintain
in
accordance
with
its
usual
practice
appropriate
records
evidencing
the
Indebtedness
of
theBorrower
to
such
Lender
resulting
from
each
Loan
made
by
such
Lender
from
time
to
time,
including
the
amounts
of
principal
and
interest
payablethereon
and
paid
to
such
Lender
from
time
to
time
under
this
Agreement.
The
Administrative
Agent
shall
maintain
appropriate
records
in
which
shall
berecorded
(i)
the
Revolving
Commitment
of
each
Lender,
(ii)
the
amount
of
each
Loan
made
hereunder
by
each
Lender,
the
Class
and
Type
thereof
and,
inthe
case
of
each
Eurodollar
Loan,
the
Interest
Period
applicable
thereto,
(iii)
the
date
of
any
continuation
of
any
Loan
pursuant
to
Section
2.7
,
(iv)
thedate
of
any
conversion
of
all
or
a
portion
of
any
Loan
to
another
Type
pursuant
to
Section
2.7
,
(v)
the
date
and
amount
of
any
principal
or
interest
dueand
payable
or
to
become
due
and
payable
from
the
Borrower
to
each
Lender
hereunder
in
respect
of
the
Loans
and
(vi)
both
the
date
and
amount
of
anysum
received
by
the
Administrative
Agent
hereunder
from
the
Borrower
in
respect
of
the
Loans
and
each
Lender’s
Pro
Rata
Share
thereof.
The
entriesmade
in
such
records
shall
be
prima facie evidence
of
the
existence
and
amounts
of
the
obligations
of
the
Borrower
therein
recorded;
provided
that
thefailure
or
delay
of
any
Lender
or
the
Administrative
Agent
in
maintaining
or
making
entries
into
any
such
record
or
any
error
therein
shall
not
in
anymanner
affect
the
obligation
of
the
Borrower29Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.to
repay
the
Loans
(both
principal
and
unpaid
accrued
interest)
of
such
Lender
in
accordance
with
the
terms
of
this
Agreement.(b)
This
Agreement
evidences
the
obligation
of
the
Borrower
to
repay
the
Loans
and
is
being
executed
as
a
“noteless”
creditagreement.
However,
at
the
request
of
any
Lender
(including
the
Swingline
Lender)
at
any
time,
the
Borrower
agrees
that
it
will
prepare,
execute
anddeliver
to
such
Lender
a
promissory
note
payable
to
the
order
of
such
Lender
(or,
if
requested
by
such
Lender,
to
such
Lender
and
its
registered
assigns)and
in
a
form
approved
by
the
Administrative
Agent.
Thereafter,
the
Loans
evidenced
by
such
promissory
note
and
interest
thereon
shall
at
all
times(including
after
assignment
permitted
hereunder)
be
represented
by
one
or
more
promissory
notes
in
such
form
payable
to
the
order
of
the
payee
namedtherein
(or,
if
such
promissory
note
is
a
registered
note,
to
such
payee
and
its
registered
assigns).Section 2.11 Optional Prepayments .
The
Borrower
shall
have
the
right
at
any
time
and
from
time
to
time
to
prepay
any
Borrowing,
inwhole
or
in
part,
without
premium
or
penalty,
by
giving
written
notice
(or
telephonic
notice
promptly
confirmed
in
writing)
to
the
Administrative
Agent
no
laterthan
(i)
in
the
case
of
any
prepayment
of
any
Eurodollar
Borrowing,
11:00
a.m.
not
less
than
three
(3)
Business
Days
prior
to
the
date
of
such
prepayment,
(ii)
inthe
case
of
any
prepayment
of
any
Base
Rate
Borrowing,
not
less
than
one
(1)
Business
Day
prior
to
the
date
of
such
prepayment,
and
(iii)
in
the
case
of
anyprepayment
of
any
Swingline
Borrowing,
prior
to
11:00
a.m.
on
the
date
of
such
prepayment.
Each
such
notice
shall
be
irrevocable
and
shall
specify
the
proposeddate
of
such
prepayment
and
the
principal
amount
of
each
Borrowing
or
portion
thereof
to
be
prepaid.
Upon
receipt
of
any
such
notice,
the
Administrative
Agentshall
promptly
notify
each
affected
Lender
of
the
contents
thereof
and
of
such
Lender’s
Pro
Rata
Share
of
any
such
prepayment.
If
such
notice
is
given,
theaggregate
amount
specified
in
such
notice
shall
be
due
and
payable
on
the
date
designated
in
such
notice,
together
with
accrued
interest
to
such
date
on
the
amountso
prepaid
in
accordance
with
Section
2.13(d
);
provided
that
if
a
Eurodollar
Borrowing
is
prepaid
on
a
date
other
than
the
last
day
of
an
Interest
Period
applicablethereto,
the
Borrower
shall
also
pay
all
amounts
required
pursuant
to
Section
2.19
.
Each
partial
prepayment
of
any
Loan
shall
be
in
an
amount
that
would
bepermitted
in
the
case
of
an
advance
of
a
Revolving
Borrowing
of
the
same
Type
pursuant
to
Section
2.2
or,
in
the
case
of
a
Swingline
Loan,
pursuant
to
Section
2.4.
Each
optional
prepayment
of
a
Borrowing
shall
be
applied
ratably
to
the
Loans
comprising
such
Borrowing
and,
in
the
case
of
a
prepayment
of
an
IncrementalTerm
Loan
Borrowing,
to
principal
installments
in
the
manner
selected
by
the
Borrower.Section 2.12 Mandatory Prepayments .(a)
If
at
any
time
the
aggregate
Revolving
Credit
Exposure
of
all
Lenders
exceeds
the
Aggregate
Revolving
CommitmentAmount,
as
reduced
pursuant
to
Section
2.8
or
otherwise,
the
Borrower
shall
immediately
repay
the
Swingline
Loans
and
the
Revolving
Loans
in
anamount
equal
to
such
excess,
together
with
all
accrued
and
unpaid
interest
on
such
excess
amount
and
any
amounts
due
under
Section
2.19.
Eachprepayment
shall
be
applied
as
follows:
first,
to
the
Swingline
Loans
to
the
full
extent
thereof;
second,
to
the
Base
Rate
Loans
to
the
full
extent
thereof;and
third,
to
the
Eurodollar
Loans
to
the
full
extent
thereof.
If,
after
giving
effect
to
prepayment
of
all
Swingline
Loans
and
Revolving
Loans,
theaggregate
Revolving
Credit
Exposure
of
all
Lenders
exceeds
the
Aggregate
Revolving
Commitment
Amount,
the
Borrower
shall
Cash
Collateralize
itsreimbursement
obligations
with
respect
to
all
Letters
of
Credit
in
an
amount
equal
to
such
excess
plus
any
accrued
and
unpaid
fees
thereon.(b)
To
the
extent
there
are
any
additional
mandatory
prepayments
required
in
connection
with
the
incurrence
of
anyIncremental
Term
Loans,
such
prepayments
shall
be
applied
as
follows:
first
,
to
the
Administrative
Agent’s
fees
and
reimbursable
expenses
then
due
andpayable
pursuant
to
any
of
the
Loan
Documents;
second
,
to
all
reimbursable
expenses
of
the
Lenders
and
all
fees
and
reimbursable
expenses
of
theIssuing
Bank
then
due
and
payable
pursuant
to
any
of
the
Loan
Documents,
pro rata to
the
Lenders
and
the
Issuing
Bank
based
on
their
respective
prorata shares
of
such
fees
and
expenses;
third
,
to
interest
and
fees
then
due
and
payable
hereunder,
pro rata to
the
Lenders
based
on
their
respective
prorata shares
of
such
interest
and
fees;
fourth
,
to
the
principal
balance
of
the
Incremental
Term
Loans,
until
the
same
shall
have
been
paid
in
full,
pro ratato
the
Lenders
based
on
their
Pro
Rata
Shares
of
the
Incremental
Term
Loans,
and
applied
to
installments
of
the
Incremental
Term
Loans
in
inverse
orderof
maturity;
fifth
,
to
the
principal
balance
of
the
Swingline
Loans,
until
the
same
shall
have
been
paid
in
full,
to
the
Swingline
Lender;
sixth
,
to
theprincipal
balance
of
the
Revolving
Loans,
until
the
same
shall
have
been
paid
in
full,
pro rata to
the
Lenders
based
on
their
respective
RevolvingCommitments;
and
seventh
,
to
Cash
Collateralize
the
Letters
of
Credit
in
an
amount
in
cash
equal
to
the
LC
Exposure
as
of
such
date
plus
any
accruedand
unpaid
fees
thereon.
The
Revolving
Commitments
of
the
Lenders
shall
not
be
permanently
reduced
by
the
amount
of
any
prepayments
made
pursuantto
clauses
fifth
through
seventh
above,
unless
an
Event
of
Default
has
occurred
and
is
continuing
and
the
Required
Revolving
Lenders
so
request.Section 2.13 Interest on Loans .30Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(a)
The
Borrower
shall
pay
interest
on
(i)
each
Base
Rate
Loan
at
the
Base
Rate
plus
the
Applicable
Margin
in
effect
fromtime
to
time
and
(ii)
each
Eurodollar
Loan
at
the
Adjusted
LIBO
Rate
for
the
applicable
Interest
Period
in
effect
for
such
Loan
plus
the
Applicable
Marginin
effect
from
time
to
time.(b)
The
Borrower
shall
pay
interest
on
each
Swingline
Loan
at
the
Base
Rate
plus
the
Applicable
Margin
in
effect
from
time
totime.(c)
Notwithstanding
subsections
(a)
and
(b)
of
this
Section,
(i)
after
the
occurrence
of
an
Event
of
Default
under
Sections8.1(a)
,
8.1(h)
,
or
8.1(i)
,
the
Borrower
shall
pay
interest
with
respect
to
all
Eurodollar
Loans
at
the
rate
per annum equal
to
200
basis
points
above
theotherwise
applicable
interest
rate
for
such
Eurodollar
Loans
for
the
then-current
Interest
Period
until
the
last
day
of
such
Interest
Period,
and
thereafter,and
with
respect
to
all
Base
Rate
Loans
and
all
other
Obligations
hereunder
(other
than
Loans),
at
the
rate
per annum equal
to
200
basis
points
above
theotherwise
applicable
interest
rate
for
Base
Rate
Loans,
and
(ii)
if
any
interest
on
any
Loan
or
any
fee
or
other
amount
payable
by
any
Borrower
hereunderis
not
paid
when
due,
whether
at
stated
maturity,
upon
acceleration
or
otherwise,
such
overdue
amount
shall
bear
interest
at
a
rate
per annum equal
to
200basis
points
above
the
otherwise
applicable
interest
rate
for
Base
Rate
Loans
hereunder.
The
interest
described
in
this
clause
(c)
is
referred
to
herein
as
“Default
Interest
”.(d)
Interest
on
the
principal
amount
of
all
Loans
shall
accrue
from
and
including
the
date
such
Loans
are
made
to
butexcluding
the
date
of
any
repayment
thereof.
Interest
on
all
outstanding
Base
Rate
Loans
and
Swingline
Loans
shall
be
payable
quarterly
in
arrears
on
thelast
day
of
each
March,
June,
September
and
December
and
on
the
Revolving
Commitment
Termination
Date
or
the
Maturity
Date,
as
the
case
may
be.Interest
on
all
outstanding
Eurodollar
Loans
shall
be
payable
on
the
last
day
of
each
Interest
Period
applicable
thereto,
and,
in
the
case
of
any
EurodollarLoans
having
an
Interest
Period
in
excess
of
three
months,
on
each
day
which
occurs
every
three
months
after
the
initial
date
of
such
Interest
Period,
andon
the
Revolving
Commitment
Termination
Date
or
the
Maturity
Date,
as
the
case
may
be.
Interest
on
any
Loan
which
is
converted
into
a
Loan
of
anotherType
or
which
is
repaid
or
prepaid
shall
be
payable
on
the
date
of
such
conversion
or
on
the
date
of
any
such
repayment
or
prepayment
(on
the
amountrepaid
or
prepaid)
thereof.
All
Default
Interest
shall
be
payable
on
demand.(e)
The
Administrative
Agent
shall
determine
each
interest
rate
applicable
to
the
Loans
hereunder
and
shall
promptly
notifythe
Borrower
and
the
Lenders
of
such
rate
in
writing
(or
by
telephone,
promptly
confirmed
in
writing).
Any
such
determination
shall
be
conclusive
andbinding
for
all
purposes,
absent
manifest
error.Section 2.14 Fees .(a)
The
Borrower
shall
pay
to
the
Administrative
Agent
for
its
own
account
fees
in
the
amounts
and
at
the
times
previouslyagreed
upon
in
writing
by
the
Borrower
and
the
Administrative
Agent.(b)
The
Borrower
agrees
to
pay
to
the
Administrative
Agent
for
the
account
of
each
Lender
a
commitment
fee,
which
shallaccrue
at
the
Applicable
Percentage
per annum (determined
daily
in
accordance
with
Schedule
I
)
on
the
daily
amount
of
the
unused
RevolvingCommitment
of
such
Lender
during
the
Availability
Period.
For
purposes
of
computing
the
commitment
fee,
the
Revolving
Commitment
of
each
Lendershall
be
deemed
used
to
the
extent
of
the
outstanding
Revolving
Loans
and
LC
Exposure,
but
not
Swingline
Exposure,
of
such
Lender.(c)
The
Borrower
agrees
to
pay
(i)
to
the
Administrative
Agent,
for
the
account
of
each
Lender,
a
letter
of
credit
fee
withrespect
to
its
participation
in
each
Letter
of
Credit,
which
shall
accrue
at
a
rate
per annum equal
to
the
Applicable
Margin
for
Eurodollar
Loans
then
ineffect
on
the
average
daily
amount
of
such
Lender’s
LC
Exposure
attributable
to
such
Letter
of
Credit
during
the
period
from
and
including
the
date
ofissuance
of
such
Letter
of
Credit
to
but
excluding
the
date
on
which
such
Letter
of
Credit
expires
or
is
drawn
in
full
(including,
without
limitation,
any
LCExposure
that
remains
outstanding
after
the
Revolving
Commitment
Termination
Date)
and
(ii)
to
the
Issuing
Bank
for
its
own
account
a
fronting
fee,which
shall
accrue
at
the
rate
of
0.125%
per
annum
on
the
average
daily
amount
of
the
LC
Exposure
(excluding
any
portion
thereof
attributable
tounreimbursed
LC
Disbursements)
during
the
Availability
Period
(or
until
the
date
that
such
Letter
of
Credit
is
irrevocably
cancelled,
whichever
is
later),as
well
as
the
Issuing
Bank’s
standard
fees
with
respect
to
issuance,
amendment,
renewal
or
extension
of
any
Letter
of
Credit
or
processing
of
drawingsthereunder.
Notwithstanding
the
foregoing,
if
the
Required
Lenders
elect
to
increase
the
interest
rate
on
the
Loans
to
the
rate
for
Default
Interest
pursuantto
Section
2.13(c)
,
the
rate
per annum used
to
calculate
the
letter
of
credit
fee
pursuant
to
clause
(i)
above
shall
automatically
be
increased
by
200
basispoints.31Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(d)
The
Borrower
shall
pay
on
the
Restatement
Date
to
the
Administrative
Agent
and
its
affiliates
all
fees
in
the
Fee
Letter
thatare
due
and
payable
on
the
Restatement
Date.
The
Borrower
shall
pay
on
the
Restatement
Date
to
the
Lenders
all
upfront
fees
previously
agreed
inwriting.(e)
Accrued
fees
under
subsections
(b)
and
(c)
of
this
Section
shall
be
payable
quarterly
in
arrears
on
the
last
day
of
eachMarch,
June,
September
and
December,
commencing
on
December
31,
2017,
and
on
the
Revolving
Commitment
Termination
Date
(and,
if
later,
the
datethe
Loans
and
LC
Exposure
shall
be
repaid
in
their
entirety);
provided
that
any
such
fees
accruing
after
the
Revolving
Commitment
Termination
Dateshall
be
payable
on
demand.Section 2.15 Computation of Interest and Fees .Interest
hereunder
based
on
the
Administrative
Agent’s
prime
lending
rate
shall
be
computed
on
the
basis
of
a
year
of
365
days
(or
366
days
in
aleap
year)
and
paid
for
the
actual
number
of
days
elapsed
(including
the
first
day
but
excluding
the
last
day).
All
other
interest
and
all
fees
hereunder
shall
becomputed
on
the
basis
of
a
year
of
360
days
and
paid
for
the
actual
number
of
days
elapsed
(including
the
first
day
but
excluding
the
last
day).
Each
determinationby
the
Administrative
Agent
of
an
interest
rate
or
fee
hereunder
shall
be
made
in
good
faith
and,
except
for
manifest
error,
shall
be
final,
conclusive
and
binding
forall
purposes.Section 2.16 Inability to Determine Interest Rates .
If,
prior
to
the
commencement
of
any
Interest
Period
for
any
EurodollarBorrowing:(i)
the
Administrative
Agent
shall
have
determined
(which
determination
shall
be
conclusive
and
binding
upon
theBorrower)
that,
by
reason
of
circumstances
affecting
the
relevant
interbank
market,
adequate
means
do
not
exist
for
ascertaining
the
AdjustedLIBO
Rate
for
such
Interest
Period,
or(ii)
the
Administrative
Agent
shall
have
received
notice
from
the
Required
Lenders
that
the
Adjusted
LIBO
Ratedoes
not
adequately
and
fairly
reflect
the
cost
to
such
Lenders
of
making,
funding
or
maintaining
their
Eurodollar
Loans
for
such
Interest
Period,the
Administrative
Agent
shall
give
written
notice
(or
telephonic
notice,
promptly
confirmed
in
writing)
to
the
Borrower
and
to
the
Lenders
as
soon
as
practicablethereafter.
Until
the
Administrative
Agent
shall
notify
the
Borrower
and
the
Lenders
that
the
circumstances
giving
rise
to
such
notice
no
longer
exist,
(i)
theobligations
of
the
Lenders
to
make
Eurodollar
Revolving
Loans
or
to
continue
or
convert
outstanding
Loans
as
or
into
Eurodollar
Loans
shall
be
suspended
and
(ii)all
such
affected
Eurodollar
Loans
shall
be
converted
into
Base
Rate
Loans
on
the
last
day
of
the
then
current
Interest
Period
applicable
thereto
unless
the
Borrowerprepays
such
Loans
in
accordance
with
this
Agreement.
Unless
the
Borrower
notifies
the
Administrative
Agent
at
least
one
(1)
Business
Day
before
the
date
of
anyEurodollar
Borrowing
for
which
a
Notice
of
Revolving
Borrowing
or
a
Notice
of
Conversion/Continuation
has
previously
been
given
that
it
elects
not
to
borrow,continue
or
convert
to
a
Eurodollar
Borrowing
on
such
date,
then
such
Revolving
Borrowing
shall
be
made
as,
continued
as
or
converted
into
a
Base
RateBorrowing.Section 2.17 Illegality .
If
any
Change
in
Law
shall
make
it
unlawful
or
impossible
for
any
Lender
to
perform
any
of
its
obligationshereunder
or
to
make,
maintain
or
fund
any
Eurodollar
Loan
and
such
Lender
shall
so
notify
the
Administrative
Agent,
the
Administrative
Agent
shall
promptlygive
notice
thereof
to
the
Borrower
and
the
other
Lenders,
whereupon
until
such
Lender
notifies
the
Administrative
Agent
and
the
Borrower
that
the
circumstancesgiving
rise
to
such
suspension
no
longer
exist,
the
obligation
of
such
Lender
to
make
Eurodollar
Revolving
Loans,
or
to
continue
or
convert
outstanding
Loans
asor
into
Eurodollar
Loans,
shall
be
suspended.
In
the
case
of
the
making
of
a
Eurodollar
Borrowing,
such
Lender’s
Revolving
Loan
shall
be
made
as
a
Base
RateLoan
as
part
of
the
same
Revolving
Borrowing
for
the
same
Interest
Period
and,
if
the
affected
Eurodollar
Loan
is
then
outstanding,
such
Loan
shall
be
convertedto
a
Base
Rate
Loan
either
(i)
on
the
last
day
of
the
then
current
Interest
Period
applicable
to
such
Eurodollar
Loan
if
such
Lender
may
lawfully
continue
tomaintain
such
Loan
to
such
date
or
(ii)
immediately
if
such
Lender
shall
determine
that
it
may
not
lawfully
continue
to
maintain
such
Eurodollar
Loan
to
such
date.Notwithstanding
the
foregoing,
the
affected
Lender
shall,
prior
to
giving
such
notice
to
the
Administrative
Agent,
use
reasonable
efforts
to
designate
a
differentApplicable
Lending
Office
if
such
designation
would
avoid
the
need
for
giving
such
notice
and
if
such
designation
would
not
otherwise
be
disadvantageous
to
suchLender
in
the
good
faith
exercise
of
its
discretion.Section 2.18 Increased Costs .(a)
If
any
Change
in
Law
shall:(i)
impose,
modify
or
deem
applicable
any
reserve,
special
deposit
or
similar
requirement
that
is
not
otherwiseincluded
in
the
determination
of
the
Adjusted
LIBO
Rate
hereunder
against
assets
of,32Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.deposits
with
or
for
the
account
of,
or
credit
extended
by,
any
Lender
(except
any
such
reserve
requirement
reflected
in
the
Adjusted
LIBO
Rate)or
the
Issuing
Bank;
or(ii)
subject
any
Recipient
to
any
Taxes
(other
than
(A)
Indemnified
Taxes,
(B)
Taxes
described
in
clauses
(b)
through(d)
of
the
definition
of
Excluded
Taxes
and
(C)
Connection
Income
Taxes)
on
its
loans,
loan
principal,
letters
of
credit,
commitments,
or
otherobligations,
or
its
deposits,
reserves,
other
liabilities
or
capital
attributable
thereto;
or(iii)
impose
on
any
Lender,
the
Issuing
Bank
or
the
eurodollar
interbank
market
any
other
condition
(other
thanTaxes)
affecting
this
Agreement
or
any
Eurodollar
Loans
made
by
such
Lender
or
any
Letter
of
Credit
or
any
participation
therein;and
the
result
of
any
of
the
foregoing
is
to
increase
the
cost
to
such
Lender
of
making,
converting
into,
continuing
or
maintaining
a
Eurodollar
Loan
or
to
increasethe
cost
to
such
Lender
or
the
Issuing
Bank
of
participating
in
or
issuing
any
Letter
of
Credit
or
to
reduce
the
amount
received
or
receivable
by
such
Lender
or
theIssuing
Bank
hereunder
(whether
of
principal,
interest
or
any
other
amount),then,
from
time
to
time,
such
Lender
or
the
Issuing
Bank
may
provide
the
Borrower
(with
a
copy
thereof
to
the
Administrative
Agent)
with
written
notice
anddemand
with
respect
to
such
increased
costs
or
reduced
amounts,
and
within
five
(5)
Business
Days
after
receipt
of
such
notice
and
demand
the
Borrower
shall
payto
such
Lender
or
the
Issuing
Bank,
as
the
case
may
be,
such
additional
amounts
as
will
compensate
such
Lender
or
the
Issuing
Bank
for
any
such
increased
costsincurred
or
reduction
suffered.(b)
If
any
Lender
or
the
Issuing
Bank
shall
have
determined
that
on
or
after
the
date
of
this
Agreement
any
Change
in
Lawregarding
capital
or
liquidity
requirements
has
or
would
have
the
effect
of
reducing
the
rate
of
return
on
such
Lender’s
or
the
Issuing
Bank’s
capital
(or
onthe
capital
of
the
Parent
Company
of
such
Lender
or
the
Issuing
Bank)
as
a
consequence
of
its
obligations
hereunder
or
under
or
in
respect
of
any
Letterof
Credit
to
a
level
below
that
which
such
Lender,
the
Issuing
Bank
or
such
Parent
Company
could
have
achieved
but
for
such
Change
in
Law
(taking
intoconsideration
such
Lender’s
or
the
Issuing
Bank’s
policies
or
the
policies
of
such
Parent
Company
with
respect
to
capital
adequacy
and
liquidity),
then,from
time
to
time,
such
Lender
or
the
Issuing
Bank
may
provide
the
Borrower
(with
a
copy
thereof
to
the
Administrative
Agent)
with
written
notice
anddemand
with
respect
to
such
reduced
amounts,
and
within
five
(5)
Business
Days
after
receipt
of
such
notice
and
demand
the
Borrower
shall
pay
to
suchLender
or
the
Issuing
Bank,
as
the
case
may
be,
such
additional
amounts
as
will
compensate
such
Lender,
the
Issuing
Bank
or
such
Parent
Company
forany
such
reduction
suffered;
provided
that
no
Lender
shall
be
entitled
to
request
payment
of
any
such
amounts
with
respect
to
a
Change
in
Law
relating
toDodd-Frank
or
Basel
III
unless
such
Lender
is
generally
demanding
payment
under
comparable
provisions
of
its
agreements
with
similarly
situatedborrowers.(c)
A
certificate
of
such
Lender
or
the
Issuing
Bank
setting
forth
the
amount
or
amounts
necessary
to
compensate
such
Lender,the
Issuing
Bank
or
the
Parent
Company
of
such
Lender
or
the
Issuing
Bank,
as
the
case
may
be,
specified
in
subsection
(a)
or
(b)
of
this
Section
shall
bedelivered
to
the
Borrower
(with
a
copy
to
the
Administrative
Agent)
and
shall
be
conclusive,
absent
manifest
error.(d)
Failure
or
delay
on
the
part
of
any
Lender
or
the
Issuing
Bank
to
demand
compensation
pursuant
to
this
Section
shall
notconstitute
a
waiver
of
such
Lender’s
or
the
Issuing
Bank’s
right
to
demand
such
compensation;
provided
,
that
the
Borrower
shall
not
be
required
tocompensate
a
Lender
or
Issuing
Bank
pursuant
to
this
Section
for
any
increased
costs
incurred
or
reductions
suffered
more
than
six
months
prior
to
thedate
that
such
Lender
or
Issuing
Bank,
as
the
case
may
be,
notifies
the
Borrower
of
the
Change
in
Law
giving
rise
to
such
increased
costs
or
reductions,and
of
such
Lender’s
or
Issuing
Bank’s
intention
to
claim
compensation
therefor
(except
that,
if
the
Change
in
Law
giving
rise
to
such
increased
costs
orreductions
is
retroactive,
then
the
six-month
period
referred
to
above
shall
be
extended
to
include
the
period
of
retroactive
effect
thereof).Section 2.19 Funding Indemnity .
In
the
event
of
(a)
the
payment
of
any
principal
of
a
Eurodollar
Loan
other
than
on
the
last
day
ofthe
Interest
Period
applicable
thereto
(including
as
a
result
of
an
Event
of
Default),
(b)
the
conversion
or
continuation
of
a
Eurodollar
Loan
other
than
on
the
lastday
of
the
Interest
Period
applicable
thereto,
or
(c)
the
failure
by
the
Borrower
to
borrow,
prepay,
convert
or
continue
any
Eurodollar
Loan
on
the
date
specified
inany
applicable
notice
(regardless
of
whether
such
notice
is
withdrawn
or
revoked),
then,
in
any
such
event,
the
Borrower
shall
compensate
each
Lender,
within
five(5)
Business
Days
after
written
demand
from
such
Lender,
for
any
loss,
cost
or
expense
attributable
to
such
event.
In
the
case
of
a
Eurodollar
Loan,
such
loss,
costor
expense
shall
be
deemed
to
include
an
amount
determined
by
such
Lender
to
be
the
excess,
if
any,
of
(A)
the
amount
of
interest
that
would
have
accrued
on
theprincipal
amount
of
such
Eurodollar
Loan
if
such
event
had
not
occurred
at
the
Adjusted
LIBO
Rate
applicable
to
such
Eurodollar
Loan
for
the
period
from
thedate
of
such
event
to
the
last
day
of
the
then
current
Interest
Period
therefor
(or,
in
the
case
of
a
failure
to
borrow,
convert
or
continue,
for
the
period
that
would33Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.have
been
the
Interest
Period
for
such
Eurodollar
Loan)
over
(B)
the
amount
of
interest
that
would
accrue
on
the
principal
amount
of
such
Eurodollar
Loan
for
thesame
period
if
the
Adjusted
LIBO
Rate
were
set
on
the
date
such
Eurodollar
Loan
was
prepaid
or
converted
or
the
date
on
which
the
Borrower
failed
to
borrow,convert
or
continue
such
Eurodollar
Loan.
A
certificate
as
to
any
additional
amount
payable
under
this
Section
submitted
to
the
Borrower
by
any
Lender
(with
acopy
to
the
Administrative
Agent)
shall
be
conclusive,
absent
manifest
error.Section 2.20 Taxes .(a)
Defined
Terms
.
For
purposes
of
this
Section
2.20
,
the
term
“Lender”
includes
Issuing
Bank
and
the
term
“applicable
law”includes
FATCA.(b)
Payments
Free
of
Taxes
.
Any
and
all
payments
by
or
on
account
of
any
obligation
of
any
Loan
Party
under
any
LoanDocument
shall
be
made
without
deduction
or
withholding
for
any
Taxes,
except
as
required
by
applicable
law.
If
any
applicable
law
(as
determined
inthe
good
faith
discretion
of
an
applicable
Withholding
Agent)
requires
the
deduction
or
withholding
of
any
Tax
from
any
such
payment
by
a
WithholdingAgent,
then
the
applicable
Withholding
Agent
shall
be
entitled
to
make
such
deduction
or
withholding
and
shall
timely
pay
the
full
amount
deducted
orwithheld
to
the
relevant
Governmental
Authority
in
accordance
with
applicable
law
and,
if
such
Tax
is
an
Indemnified
Tax,
then
the
sum
payable
by
theapplicable
Loan
Party
shall
be
increased
as
necessary
so
that
after
such
deduction
or
withholding
has
been
made
(including
such
deductions
andwithholdings
applicable
to
additional
sums
payable
under
this
Section)
the
applicable
Recipient
receives
an
amount
equal
to
the
sum
it
would
havereceived
had
no
such
deduction
or
withholding
been
made.(c)
Payment
of
Other
Taxes
by
the
Borrower
.
The
Borrower
shall
timely
pay
to
the
relevant
Governmental
Authority
inaccordance
with
applicable
law,
or
at
the
option
of
the
Administrative
Agent
timely
reimburse
it
for
the
payment
of,
any
Other
Taxes.(d)
Indemnification
by
the
Borrower
.
The
Borrower
shall
indemnify
each
Recipient,
within
10
days
after
demand
therefor,
forthe
full
amount
of
any
Indemnified
Taxes
(including
Indemnified
Taxes
imposed
or
asserted
on
or
attributable
to
amounts
payable
under
this
Section)payable
or
paid
by
such
Recipient
or
required
to
be
withheld
or
deducted
from
a
payment
to
such
Recipient
and
any
reasonable
expenses
arisingtherefrom
or
with
respect
thereto,
whether
or
not
such
Indemnified
Taxes
were
correctly
or
legally
imposed
or
asserted
by
the
relevant
GovernmentalAuthority.
A
certificate
as
to
the
amount
of
such
payment
or
liability
delivered
to
the
Borrower
by
a
Lender
(with
a
copy
to
the
Administrative
Agent),
orby
the
Administrative
Agent
on
its
own
behalf
or
on
behalf
of
a
Lender,
shall
be
conclusive
absent
manifest
error.(e)
Indemnification
by
the
Lenders
.
Each
Lender
shall
severally
indemnify
the
Administrative
Agent,
within
10
days
afterdemand
therefor,
for
(i)
any
Indemnified
Taxes
attributable
to
such
Lender
(but
only
to
the
extent
that
the
Borrower
has
not
already
indemnified
theAdministrative
Agent
for
such
Indemnified
Taxes
and
without
limiting
the
obligation
of
the
Borrower
to
do
so),
(ii)
any
Taxes
attributable
to
suchLender’s
failure
to
comply
with
the
provisions
of
Section
10.4(d)
relating
to
the
maintenance
of
a
Participant
Register
and
(iii)
any
Excluded
Taxesattributable
to
such
Lender,
in
each
case,
that
are
payable
or
paid
by
the
Administrative
Agent
in
connection
with
any
Loan
Document,
and
anyreasonable
expenses
arising
therefrom
or
with
respect
thereto,
whether
or
not
such
Taxes
were
correctly
or
legally
imposed
or
asserted
by
the
relevantGovernmental
Authority.
A
certificate
as
to
the
amount
of
such
payment
or
liability
delivered
to
any
Lender
by
the
Administrative
Agent
shall
beconclusive
absent
manifest
error.
Each
Lender
hereby
authorizes
the
Administrative
Agent
to
set
off
and
apply
any
and
all
amounts
at
any
time
owing
tosuch
Lender
under
any
Loan
Document
or
otherwise
payable
by
the
Administrative
Agent
to
the
Lender
from
any
other
source
against
any
amount
due
tothe
Administrative
Agent
under
this
paragraph
(e).(f)
Evidence
of
Payments
.
As
soon
as
practicable
after
any
payment
of
Taxes
by
the
Borrower
or
any
other
Loan
Party
to
aGovernmental
Authority
pursuant
to
this
Section
2.20,
the
Borrower
or
other
Loan
Party
shall
deliver
to
the
Administrative
Agent
the
original
or
acertified
copy
of
a
receipt
issued
by
such
Governmental
Authority
evidencing
such
payment,
a
copy
of
the
return
reporting
such
payment
or
otherevidence
of
such
payment
reasonably
satisfactory
to
the
Administrative
Agent.(g)
Status
of
Lenders
.
(i)
Any
Lender
that
is
entitled
to
an
exemption
from
or
reduction
of
withholding
Tax
with
respect
topayments
made
under
any
Loan
Document
shall
deliver
to
the
Borrower
and
the
Administrative
Agent,
at
the
time
or
times
reasonably
requested
by
theBorrower
or
the
Administrative
Agent,
such
properly
completed
and
executed
documentation
reasonably
requested
by
the
Borrower
or
the
AdministrativeAgent
as
will
permit
such
payments
to
be
made
without
withholding
or
at
a
reduced
rate
of
withholding.
In
addition,
any
Lender,
if
reasonably
requestedby
the
Borrower
or
the
Administrative
Agent,
shall
deliver
such
other
documentation
prescribed34Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.by
applicable
law
or
reasonably
requested
by
the
Borrower
or
the
Administrative
Agent
as
will
enable
the
Borrower
or
the
Administrative
Agent
todetermine
whether
or
not
such
Lender
is
subject
to
backup
withholding
or
information
reporting
requirements.
Notwithstanding
anything
to
the
contraryin
the
preceding
two
sentences,
the
completion,
execution
and
submission
of
such
documentation
(other
than
such
documentation
set
forth
in
Section2.20(g)
(i)(A),
(i)(B)
and
(i)(D)
below)
shall
not
be
required
if
in
the
Lender’s
reasonable
judgment
such
completion,
execution
or
submission
wouldsubject
such
Lender
to
any
material
unreimbursed
cost
or
expense
or
would
materially
prejudice
the
legal
or
commercial
position
of
such
Lender.(i)
Without
limiting
the
generality
of
the
foregoing,
in
the
event
that
the
Borrower
is
a
U.S.
Borrower,(A)
any
Lender
that
is
a
U.S.
Person
shall
deliver
to
the
Borrower
and
the
Administrative
Agent
on
or
prior
to
thedate
on
which
such
Lender
becomes
a
Lender
under
this
Agreement
(and
from
time
to
time
thereafter
upon
the
reasonable
request
of
theBorrower
or
the
Administrative
Agent),
executed
originals
of
IRS
Form
W-9
certifying
that
such
Lender
is
exempt
from
U.S.
federal
backupwithholding
tax;(B)
any
Foreign
Lender
shall,
to
the
extent
it
is
legally
entitled
to
do
so,
deliver
to
the
Borrower
and
theAdministrative
Agent
(in
such
number
of
copies
as
shall
be
requested
by
the
recipient)
on
or
prior
to
the
date
on
which
such
Foreign
Lenderbecomes
a
Lender
under
this
Agreement
(and
from
time
to
time
thereafter
upon
the
reasonable
request
of
the
Borrower
or
the
AdministrativeAgent),
whichever
of
the
following
is
applicable:(i)
in
the
case
of
a
Foreign
Lender
claiming
the
benefits
of
an
income
tax
treaty
to
which
the
United
States
is
a
party(x)
with
respect
to
payments
of
interest
under
any
Loan
Document,
executed
originals
of
IRS
Form
W-8BEN
or
IRS
Form
W-8BEN-E,as
applicable,
establishing
an
exemption
from,
or
reduction
of,
U.S.
federal
withholding
Tax
pursuant
to
the
“interest”
article
of
suchtax
treaty
and
(y)
with
respect
to
any
other
applicable
payments
under
any
Loan
Document,
IRS
Form
W-8BEN
or
IRS
Form
W-8BEN-E,
as
applicable,
establishing
an
exemption
from,
or
reduction
of,
U.S.
federal
withholding
Tax
pursuant
to
the
“business
profits”or
“other
income”
article
of
such
tax
treaty;(ii)
executed
originals
of
IRS
Form
W-8ECI;(iii)
in
the
case
of
a
Foreign
Lender
claiming
the
benefits
of
the
exemption
for
portfolio
interest
under
Section
881(c)of
the
Code,
(x)
a
certificate
substantially
in
the
form
of
Exhibit
2.20A
to
the
effect
that
such
Foreign
Lender
is
not
a
“bank”
within
themeaning
of
Section
881(c)(3)(A)
of
the
Code,
a
“10
percent
shareholder”
of
the
Borrower
within
the
meaning
of
Section
881(c)(3)(B)of
the
Code,
or
a
“controlled
foreign
corporation”
described
in
Section
881(c)(3)(C)
of
the
Code
(a
“
U.S.
Tax
Compliance
Certificate”)
and
(y)
executed
originals
of
IRS
Form
W-8BEN
or
IRS
Form
W-8BEN-E,
as
applicable;
or(iv)
to
the
extent
a
Foreign
Lender
is
not
the
beneficial
owner,
executed
originals
of
IRS
Form
W-8IMY,accompanied
by
IRS
Form
W-8ECI,
IRS
Form
W-8BEN
or
IRS
Form
W-8BEN-E,
as
applicable,
a
U.S.
Tax
Compliance
Certificatesubstantially
in
the
form
of
Exhibit
2.20B
or
Exhibit
2.20C
,
IRS
Form
W-9,
and/or
other
certification
documents
from
each
beneficialowner,
as
applicable;
provided
that
if
the
Foreign
Lender
is
a
partnership
and
one
or
more
direct
or
indirect
partners
of
such
ForeignLender
are
claiming
the
portfolio
interest
exemption,
such
Foreign
Lender
may
provide
a
U.S.
Tax
Compliance
Certificate
substantiallyin
the
form
of
Exhibit
2.20D
on
behalf
of
each
such
direct
and
indirect
partner;(C)
any
Foreign
Lender
shall,
to
the
extent
it
is
legally
entitled
to
do
so,
deliver
to
the
Borrower
and
theAdministrative
Agent
(in
such
number
of
copies
as
shall
be
requested
by
the
recipient)
on
or
prior
to
the
date
on
which
such
Foreign
Lenderbecomes
a
Lender
under
this
Agreement
(and
from
time
to
time
thereafter
upon
the
reasonable
request
of
the
Borrower
or
the
AdministrativeAgent),
executed
originals
of
any
other
form
prescribed
by
applicable
law
as
a
basis
for
claiming
exemption
from
or
a
reduction
in
U.S.
federalwithholding
Tax,
duly
completed,
together
with
such
supplementary
documentation
as
may
be
prescribed
by
applicable
law
to
permit
theBorrower
or
the
Administrative
Agent
to
determine
the
withholding
or
deduction
required
to
be
made;
and(D)
if
a
payment
made
to
a
Lender
under
any
Loan
Document
would
be
subject
to
U.S.
federal
withholding
Taximposed
by
FATCA
if
such
Lender
were
to
fail
to
comply
with
the
applicable
reporting35Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.requirements
of
FATCA
(including
those
contained
in
Section
1471(b)
or
1472(b)
of
the
Code,
as
applicable),
such
Lender
shall
deliver
to
theBorrower
and
the
Administrative
Agent
at
the
time
or
times
prescribed
by
law
and
at
such
time
or
times
reasonably
requested
by
the
Borrower
orthe
Administrative
Agent
such
documentation
prescribed
by
applicable
law
(including
as
prescribed
by
Section
1471(b)(3)(C)(i)
of
the
Code)and
such
additional
documentation
reasonably
requested
by
the
Borrower
or
the
Administrative
Agent
as
may
be
necessary
for
the
Borrower
andthe
Administrative
Agent
to
comply
with
their
obligations
under
FATCA
and
to
determine
that
such
Lender
has
complied
with
such
Lender’sobligations
under
FATCA
or
to
determine
the
amount
to
deduct
and
withhold
from
such
payment.
Solely
for
purposes
of
this
clause
(D),“FATCA”
shall
include
any
amendments
made
to
FATCA
after
the
date
of
this
Agreement.Each
Lender
agrees
that
if
any
form
or
certification
it
previously
delivered
expires
or
becomes
obsolete
or
inaccurate
in
any
respect,
it
shallupdate
such
form
or
certification
or
promptly
notify
the
Borrower
and
the
Administrative
Agent
in
writing
of
its
legal
inability
to
do
so.(h)
Treatment
of
Certain
Refunds
.
If
any
party
determines,
in
its
sole
discretion
exercised
in
good
faith,
that
it
has
received
arefund
of
any
Taxes
as
to
which
it
has
been
indemnified
pursuant
to
this
Section
2.20
(including
by
the
payment
of
additional
amounts
pursuant
to
thisSection
2.20
),
it
shall
pay
to
the
indemnifying
party
an
amount
equal
to
such
refund
(but
only
to
the
extent
of
indemnity
payments
made
under
thisSection
with
respect
to
the
Taxes
giving
rise
to
such
refund),
net
of
all
out-of-pocket
expenses
(including
Taxes)
of
such
indemnified
party
and
withoutinterest
(other
than
any
interest
paid
by
the
relevant
Governmental
Authority
with
respect
to
such
refund).
Such
indemnifying
party,
upon
the
request
ofsuch
indemnified
party,
shall
repay
to
such
indemnified
party
the
amount
paid
over
pursuant
to
this
paragraph
(h)
(plus
any
penalties,
interest
or
othercharges
imposed
by
the
relevant
Governmental
Authority)
in
the
event
that
such
indemnified
party
is
required
to
repay
such
refund
to
such
GovernmentalAuthority.
Notwithstanding
anything
to
the
contrary
in
this
paragraph
(h),
in
no
event
will
the
indemnified
party
be
required
to
pay
any
amount
to
anindemnifying
party
pursuant
to
this
paragraph
(h)
the
payment
of
which
would
place
the
indemnified
party
in
a
less
favorable
net
after-Tax
position
thanthe
indemnified
party
would
have
been
in
if
the
Tax
subject
to
indemnification
and
giving
rise
to
such
refund
had
not
been
deducted,
withheld
orotherwise
imposed
and
the
indemnification
payments
or
additional
amounts
with
respect
to
such
Tax
had
never
been
paid.
This
paragraph
shall
not
beconstrued
to
require
any
indemnified
party
to
make
available
its
Tax
returns
(or
any
other
information
relating
to
its
Taxes
that
it
deems
confidential)
tothe
indemnifying
party
or
any
other
Person.(i)
Survival
.
Each
party’s
obligations
under
this
Section
2.20
shall
survive
the
resignation
or
replacement
of
theAdministrative
Agent
or
any
assignment
of
rights
by,
or
the
replacement
of,
a
Lender,
the
termination
of
the
Commitments
and
the
repayment,satisfaction
or
discharge
of
all
obligations
under
any
Loan
Document.Section 2.21 Payments Generally; Pro Rata Treatment; Sharing of Set-offs .(a)
The
Borrower
shall
make
each
payment
required
to
be
made
by
it
hereunder
(whether
of
principal,
interest,
fees
orreimbursement
of
LC
Disbursements,
or
of
amounts
payable
under
Section
2.18
,
2.19
or
2.20
,
or
otherwise)
prior
to
12:00
noon
on
the
date
when
due,
inimmediately
available
funds,
free
and
clear
of
any
defenses,
rights
of
set-off,
counterclaim,
or
withholding
or
deduction
of
taxes.
Any
amounts
receivedafter
such
time
on
any
date
may,
in
the
discretion
of
the
Administrative
Agent,
be
deemed
to
have
been
received
on
the
next
succeeding
Business
Day
forpurposes
of
calculating
interest
thereon.
All
such
payments
shall
be
made
to
the
Administrative
Agent
at
the
Payment
Office,
except
payments
to
be
madedirectly
to
the
Issuing
Bank
or
the
Swingline
Lender
as
expressly
provided
herein
and
except
that
payments
pursuant
to
Sections
2.18
,
2.19
,
2.20
and10.3
shall
be
made
directly
to
the
Persons
entitled
thereto.
The
Administrative
Agent
shall
distribute
any
such
payments
received
by
it
for
the
account
ofany
other
Person
to
the
appropriate
recipient
promptly
following
receipt
thereof.
If
any
payment
hereunder
shall
be
due
on
a
day
that
is
not
a
BusinessDay,
the
date
for
payment
shall
be
extended
to
the
next
succeeding
Business
Day,
and,
in
the
case
of
any
payment
accruing
interest,
interest
thereon
shallbe
made
payable
for
the
period
of
such
extension.
All
payments
hereunder
shall
be
made
in
Dollars.(b)
If
at
any
time
insufficient
funds
are
received
by
and
available
to
the
Administrative
Agent
to
pay
fully
all
amounts
ofprincipal,
unreimbursed
LC
Disbursements,
interest
and
fees
then
due
hereunder,
such
funds
shall
be
applied
as
follows:
first
,
to
all
fees
and
reimbursableexpenses
of
the
Administrative
Agent
then
due
and
payable
pursuant
to
any
of
the
Loan
Documents;
second
,
to
all
reimbursable
expenses
of
the
Lendersand
all
fees
and
reimbursable
expenses
of
the
Issuing
Bank
then
due
and
payable
pursuant
to
any
of
the
Loan
Documents,
pro rata to
the
Lenders
and
theIssuing
Bank
based
on
their
respective
pro rata shares
of
such
fees
and
expenses;
third
,
to
all
interest
and
fees
then
due
and
payable
hereunder,
pro ratato
the
Lenders
based
on
their
respective
pro rata shares
of
such
interest
and
fees;
and
fourth
,
to
all
principal
of
the
Loans
and
unreimbursed
LCDisbursements
then
due
and
payable
hereunder,
pro rata36Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.to
the
parties
entitled
thereto
based
on
their
respective
pro rata shares
of
such
principal
and
unreimbursed
LC
Disbursements.(c)
If
any
Lender
shall,
by
exercising
any
right
of
set-off
or
counterclaim
or
otherwise,
obtain
payment
in
respect
of
anyprincipal
of
or
interest
on
any
of
its
Loans
or
participations
in
LC
Disbursements
or
Swingline
Loans
that
would
result
in
such
Lender
receiving
paymentof
a
greater
proportion
of
the
aggregate
amount
of
its
Revolving
Credit
Exposure,
Incremental
Term
Loans
and
accrued
interest
and
fees
thereon
than
theproportion
received
by
any
other
Lender
with
respect
to
its
Revolving
Credit
Exposure
or
Incremental
Term
Loans,
then
the
Lender
receiving
such
greaterproportion
shall
purchase
(for
cash
at
face
value)
participations
in
the
Revolving
Credit
Exposure
and
Incremental
Term
Loans
of
other
Lenders
to
theextent
necessary
so
that
the
benefit
of
all
such
payments
shall
be
shared
by
the
Lenders
ratably
in
accordance
with
the
aggregate
amount
of
principal
ofand
accrued
interest
on
their
respective
Revolving
Credit
Exposure
and
Incremental
Term
Loans;
provided
that
(i)
if
any
such
participations
are
purchasedand
all
or
any
portion
of
the
payment
giving
rise
thereto
is
recovered,
such
participations
shall
be
rescinded
and
the
purchase
price
restored
to
the
extentof
such
recovery,
without
interest,
and
(ii)
the
provisions
of
this
subsection
shall
not
be
construed
to
apply
to
any
payment
made
by
the
Borrower
pursuantto
and
in
accordance
with
the
express
terms
of
this
Agreement
(including
the
application
of
funds
arising
from
the
existence
of
a
Defaulting
Lender)
orany
payment
obtained
by
a
Lender
as
consideration
for
the
assignment
of
or
sale
of
a
participation
in
any
of
its
Revolving
Credit
Exposure
or
IncrementalTerm
Loans
to
any
assignee
or
participant,
other
than
to
the
Borrower
or
any
Subsidiary
or
Affiliate
thereof
(as
to
which
the
provisions
of
this
subsectionshall
apply).
The
Borrower
consents
to
the
foregoing
and
agrees,
to
the
extent
it
may
effectively
do
so
under
applicable
law,
that
any
Lender
acquiring
aparticipation
pursuant
to
the
foregoing
arrangements
may
exercise
against
the
Borrower
rights
of
set-off
and
counterclaim
with
respect
to
suchparticipation
as
fully
as
if
such
Lender
were
a
direct
creditor
of
the
Borrower
in
the
amount
of
such
participation.(d)
Unless
the
Administrative
Agent
shall
have
received
notice
from
the
Borrower
prior
to
the
date
on
which
any
payment
isdue
to
the
Administrative
Agent
for
the
account
of
the
Lenders
or
the
Issuing
Bank
hereunder
that
the
Borrower
will
not
make
such
payment,
theAdministrative
Agent
may
assume
that
the
Borrower
has
made
such
payment
on
such
date
in
accordance
herewith
and
may,
in
reliance
upon
suchassumption,
distribute
to
the
Lenders
or
the
Issuing
Bank,
as
the
case
may
be,
the
amount
or
amounts
due.
In
such
event,
if
the
Borrower
has
not
in
factmade
such
payment,
then
each
of
the
Lenders
or
the
Issuing
Bank,
as
the
case
may
be,
severally
agrees
to
repay
to
the
Administrative
Agent
forthwith
ondemand
the
amount
so
distributed
to
such
Lender
or
Issuing
Bank
with
interest
thereon,
for
each
day
from
and
including
the
date
such
amount
isdistributed
to
it
to
but
excluding
the
date
of
payment
to
the
Administrative
Agent,
at
the
greater
of
the
Federal
Funds
Rate
and
a
rate
determined
by
theAdministrative
Agent
in
accordance
with
banking
industry
rules
on
interbank
compensation.Section 2.22 Letters of Credit .(a)
During
the
Availability
Period,
the
Issuing
Bank,
in
reliance
upon
the
agreements
of
the
other
Lenders
pursuant
tosubsections
(d)
and
(e)
of
this
Section,
may,
in
its
sole
discretion,
issue,
at
the
request
of
the
Borrower,
Letters
of
Credit
for
the
account
of
the
Borroweron
the
terms
and
conditions
hereinafter
set
forth;
provided
that
(i)
each
Letter
of
Credit
shall
expire
on
the
earlier
of
(A)
unless
consented
to
by
the
IssuingBank,
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
renewalor
extension)
and
(B)
the
date
that
is
five
(5)
Business
Days
prior
to
the
Revolving
Commitment
Termination
Date;
(ii)
each
Letter
of
Credit
shall
be
in
astated
amount
of
at
least
$250,000;
(iii)
the
Borrower
may
not
request
any
Letter
of
Credit
if,
after
giving
effect
to
such
issuance,
(A)
the
aggregate
LCExposure
would
exceed
the
LC
Commitment
or
(B)
the
aggregate
Revolving
Credit
Exposure
of
all
Lenders
would
exceed
the
Aggregate
RevolvingCommitment
Amount
and
(iv)
the
Borrower
shall
not
request,
and
the
Issuing
Bank
shall
have
no
obligation
to
issue,
any
Letter
of
Credit
the
proceeds
ofwhich
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
tothis
Agreement.
Each
Lender
shall
be
deemed
to,
and
hereby
irrevocably
and
unconditionally
agrees
to,
purchase
from
the
Issuing
Bank
without
recoursea
participation
in
each
Letter
of
Credit
equal
to
such
Lender’s
Pro
Rata
Share
of
the
aggregate
amount
available
to
be
drawn
under
such
Letter
of
Crediton
the
date
of
issuance.
Each
issuance
of
a
Letter
of
Credit
shall
be
deemed
to
utilize
the
Revolving
Commitment
of
each
Lender
by
an
amount
equal
tothe
amount
of
such
participation.(b)
To
request
the
issuance
of
a
Letter
of
Credit
(or
any
amendment,
renewal
or
extension
of
an
outstanding
Letter
of
Credit),the
Borrower
shall
give
the
Issuing
Bank
and
the
Administrative
Agent
irrevocable
written
notice
at
least
three
(3)
Business
Days
prior
to
the
requesteddate
of
such
issuance
specifying
the
date
(which
shall
be
a
Business
Day)
such
Letter
of
Credit
is
to
be
issued
(or
amended,
renewed
or
extended,
as
thecase
may
be),
the
expiration
date
of
such
Letter
of
Credit,
the
amount
of
such
Letter
of
Credit,
the
name
and
address
of
the
beneficiary
thereof
and37Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.such
other
information
as
shall
be
necessary
to
prepare,
amend,
renew
or
extend
such
Letter
of
Credit.
In
addition
to
the
satisfaction
of
the
conditions
inArticle
III
,
the
issuance
of
such
Letter
of
Credit
(or
any
amendment
which
increases
the
amount
of
such
Letter
of
Credit)
will
be
subject
to
the
furtherconditions
that
such
Letter
of
Credit
shall
be
in
such
form
and
contain
such
terms
as
the
Issuing
Bank
shall
approve
and
that
the
Borrower
shall
haveexecuted
and
delivered
any
additional
applications,
agreements
and
instruments
relating
to
such
Letter
of
Credit
as
the
Issuing
Bank
shall
reasonablyrequire;
provided
that
in
the
event
of
any
conflict
between
such
applications,
agreements
or
instruments
and
this
Agreement,
the
terms
of
this
Agreementshall
control.(c)
At
least
two
(2)
Business
Days
prior
to
the
issuance
of
any
Letter
of
Credit,
the
Issuing
Bank
will
confirm
with
theAdministrative
Agent
(by
telephone
or
in
writing)
that
the
Administrative
Agent
has
received
such
notice,
and,
if
not,
the
Issuing
Bank
will
provide
theAdministrative
Agent
with
a
copy
thereof.
Unless
the
Issuing
Bank
has
received
notice
from
the
Administrative
Agent,
on
or
before
the
Business
Dayimmediately
preceding
the
date
the
Issuing
Bank
is
to
issue
the
requested
Letter
of
Credit,
directing
the
Issuing
Bank
not
to
issue
the
Letter
of
Creditbecause
such
issuance
is
not
then
permitted
hereunder
because
of
the
limitations
set
forth
in
subsection
(a)
of
this
Section
or
that
one
or
more
conditionsspecified
in
Article
III
are
not
then
satisfied,
then,
subject
to
the
terms
and
conditions
hereof,
the
Issuing
Bank
shall,
on
the
requested
date,
issue
suchLetter
of
Credit
in
accordance
with
the
Issuing
Bank’s
usual
and
customary
business
practices.(d)
The
Issuing
Bank
shall
examine
all
documents
purporting
to
represent
a
demand
for
payment
under
a
Letter
of
Creditpromptly
following
its
receipt
thereof.
The
Issuing
Bank
shall
notify
the
Borrower
and
the
Administrative
Agent
of
such
demand
for
payment
andwhether
the
Issuing
Bank
has
made
or
will
make
a
LC
Disbursement
thereunder;
provided
that
any
failure
to
give
or
delay
in
giving
such
notice
shall
notrelieve
the
Borrower
of
its
obligation
to
reimburse
the
Issuing
Bank
and
the
Lenders
with
respect
to
such
LC
Disbursement.
The
Borrower
shall
beirrevocably
and
unconditionally
obligated
to
reimburse
the
Issuing
Bank
for
any
LC
Disbursements
paid
by
the
Issuing
Bank
in
respect
of
such
drawing,without
presentment,
demand
or
other
formalities
of
any
kind.
Unless
the
Borrower
shall
have
notified
the
Issuing
Bank
and
the
Administrative
Agentprior
to
11:00
a.m.
on
the
Business
Day
immediately
prior
to
the
date
on
which
such
drawing
is
honored
that
the
Borrower
intends
to
reimburse
theIssuing
Bank
for
the
amount
of
such
drawing
in
funds
other
than
from
the
proceeds
of
Revolving
Loans,
the
Borrower
shall
be
deemed
to
have
timelygiven
a
Notice
of
Revolving
Borrowing
to
the
Administrative
Agent
requesting
the
Lenders
to
make
a
Base
Rate
Borrowing
on
the
date
on
which
suchdrawing
is
honored
in
an
exact
amount
due
to
the
Issuing
Bank;
provided
that
for
purposes
solely
of
such
Borrowing,
the
conditions
precedent
set
forth
inSection
3.2
hereof
shall
not
be
applicable.
The
Administrative
Agent
shall
notify
the
Lenders
of
such
Borrowing
in
accordance
with
Section
2.3
,
and
eachLender
shall
make
the
proceeds
of
its
Base
Rate
Loan
included
in
such
Borrowing
available
to
the
Administrative
Agent
for
the
account
of
the
IssuingBank
in
accordance
with
Section
2.6
.
The
proceeds
of
such
Borrowing
shall
be
applied
directly
by
the
Administrative
Agent
to
reimburse
the
IssuingBank
for
such
LC
Disbursement.(e)
If
for
any
reason
a
Base
Rate
Borrowing
may
not
be
(as
determined
in
the
sole
discretion
of
the
Administrative
Agent),
oris
not,
made
in
accordance
with
the
foregoing
provisions,
then
each
Lender
(other
than
the
Issuing
Bank)
shall
be
obligated
to
fund
the
participation
thatsuch
Lender
purchased
pursuant
to
subsection
(a)
of
this
Section
in
an
amount
equal
to
its
Pro
Rata
Share
of
such
LC
Disbursement
on
and
as
of
the
datewhich
such
Base
Rate
Borrowing
should
have
occurred.
Each
Lender’s
obligation
to
fund
its
participation
shall
be
absolute
and
unconditional
and
shallnot
be
affected
by
any
circumstance,
including,
without
limitation,
(i)
any
set-off,
counterclaim,
recoupment,
defense
or
other
right
that
such
Lender
orany
other
Person
may
have
against
the
Issuing
Bank
or
any
other
Person
for
any
reason
whatsoever,
(ii)
the
existence
of
a
Default
or
an
Event
of
Defaultor
the
termination
of
the
Aggregate
Revolving
Commitments,
(iii)
any
adverse
change
in
the
condition
(financial
or
otherwise)
of
the
Borrower
or
any
ofits
Subsidiaries,
(iv)
any
breach
of
this
Agreement
by
the
Borrower
or
any
other
Lender,
(v)
any
amendment,
renewal
or
extension
of
any
Letter
of
Creditor
(vi)
any
other
circumstance,
happening
or
event
whatsoever,
whether
or
not
similar
to
any
of
the
foregoing.
On
the
date
that
such
participation
isrequired
to
be
funded,
each
Lender
shall
promptly
transfer,
in
immediately
available
funds,
the
amount
of
its
participation
to
the
Administrative
Agent
forthe
account
of
the
Issuing
Bank.
Whenever,
at
any
time
after
the
Issuing
Bank
has
received
from
any
such
Lender
the
funds
for
its
participation
in
a
LCDisbursement,
the
Issuing
Bank
(or
the
Administrative
Agent
on
its
behalf)
receives
any
payment
on
account
thereof,
the
Administrative
Agent
or
theIssuing
Bank,
as
the
case
may
be,
will
distribute
to
such
Lender
its
Pro
Rata
Share
of
such
payment;
provided
that
if
such
payment
is
required
to
bereturned
for
any
reason
to
the
Borrower
or
to
a
trustee,
receiver,
liquidator,
custodian
or
similar
official
in
any
bankruptcy
proceeding,
such
Lender
willreturn
to
the
Administrative
Agent
or
the
Issuing
Bank
any
portion
thereof
previously
distributed
by
the
Administrative
Agent
or
the
Issuing
Bank
to
it.(f)
To
the
extent
that
any
Lender
shall
fail
to
pay
any
amount
required
to
be
paid
pursuant
to
subsection
(d)
or
(e)
of
thisSection
on
the
due
date
therefor,
such
Lender
shall
pay
interest
to
the
Issuing
Bank
(through
the
Administrative
Agent)
on
such
amount
from
such
duedate
to
the
date
such
payment
is
made
at
a
rate
per annum equal38Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.to
the
Federal
Funds
Rate;
provided
that
if
such
Lender
shall
fail
to
make
such
payment
to
the
Issuing
Bank
within
three
(3)
Business
Days
of
such
duedate,
then,
retroactively
to
the
due
date,
such
Lender
shall
be
obligated
to
pay
interest
on
such
amount
at
the
rate
set
forth
in
Section
2.13(c)
.(g)
If
any
Event
of
Default
shall
occur
and
be
continuing,
on
the
Business
Day
that
the
Borrower
receives
notice
from
theAdministrative
Agent
or
the
Required
Lenders
demanding
that
its
reimbursement
obligations
with
respect
to
the
Letters
of
Credit
be
Cash
Collateralizedpursuant
to
this
subsection,
the
Borrower
shall
deposit
in
an
account
with
the
Administrative
Agent,
in
the
name
of
the
Administrative
Agent
and
for
thebenefit
of
the
Issuing
Bank
and
the
Lenders,
an
amount
in
cash
equal
to
105%
of
the
aggregate
LC
Exposure
of
all
Lenders
as
of
such
date
plus
anyaccrued
and
unpaid
fees
thereon;
provided
that
such
obligation
to
Cash
Collateralize
the
reimbursement
obligations
of
the
Borrower
with
respect
to
theLetters
of
Credit
shall
become
effective
immediately,
and
such
deposit
shall
become
immediately
due
and
payable,
without
demand
or
notice
of
any
kind,upon
the
occurrence
of
any
Event
of
Default
with
respect
to
the
Borrower
described
in
Section
8.1(h)
or
(i)
.
Such
deposit
shall
be
held
by
theAdministrative
Agent
as
collateral
for
the
payment
and
performance
of
the
obligations
of
the
Borrower
under
this
Agreement.
The
Administrative
Agentshall
have
exclusive
dominion
and
control,
including
the
exclusive
right
of
withdrawal,
over
such
account.
The
Borrower
agrees
to
execute
anydocuments
and/or
certificates
to
effectuate
the
intent
of
this
subsection.
Other
than
any
interest
earned
on
the
investment
of
such
deposits,
whichinvestments
shall
be
made
at
the
option
and
sole
discretion
of
the
Administrative
Agent
and
at
the
Borrower’s
risk
and
expense,
such
deposits
shall
notbear
interest.
Interest
and
profits,
if
any,
on
such
investments
shall
accumulate
in
such
account.
Moneys
in
such
account
shall
be
applied
by
theAdministrative
Agent
to
reimburse
the
Issuing
Bank
for
LC
Disbursements
for
which
it
had
not
been
reimbursed
and,
to
the
extent
not
so
applied,
shall
beheld
for
the
satisfaction
of
the
reimbursement
obligations
of
the
Borrower
for
the
LC
Exposure
at
such
time
or,
if
the
maturity
of
the
Loans
has
beenaccelerated,
with
the
consent
of
the
Required
Lenders,
be
applied
to
satisfy
other
obligations
of
the
Borrower
under
this
Agreement
and
the
other
LoanDocuments.
If
the
Borrower
is
required
to
Cash
Collateralize
its
reimbursement
obligations
with
respect
to
the
Letters
of
Credit
as
a
result
of
theoccurrence
of
an
Event
of
Default,
such
cash
collateral
so
posted
(to
the
extent
not
so
applied
as
aforesaid)
shall
be
returned
to
the
Borrower
within
three(3)
Business
Days
after
all
Events
of
Default
have
been
cured
or
waived.(h)
Upon
the
request
of
any
Lender,
but
no
more
frequently
than
quarterly,
the
Issuing
Bank
shall
deliver
(through
theAdministrative
Agent)
to
each
Lender
and
the
Borrower
a
report
describing
the
aggregate
Letters
of
Credit
then
outstanding.
Upon
the
request
of
anyLender
from
time
to
time,
the
Issuing
Bank
shall
deliver
to
such
Lender
any
other
information
reasonably
requested
by
such
Lender
with
respect
to
eachLetter
of
Credit
then
outstanding.(i)
The
Borrower’s
obligation
to
reimburse
LC
Disbursements
hereunder
shall
be
absolute,
unconditional
and
irrevocable
andshall
be
performed
strictly
in
accordance
with
the
terms
of
this
Agreement
under
all
circumstances
whatsoever
and
irrespective
of
any
of
the
followingcircumstances:(i)
any
lack
of
validity
or
enforceability
of
any
Letter
of
Credit
or
this
Agreement;(ii)
the
existence
of
any
claim,
set-off,
defense
or
other
right
which
the
Borrower
or
any
Subsidiary
or
Affiliate
of
theBorrower
may
have
at
any
time
against
a
beneficiary
or
any
transferee
of
any
Letter
of
Credit
(or
any
Persons
or
entities
for
whom
any
suchbeneficiary
or
transferee
may
be
acting),
any
Lender
(including
the
Issuing
Bank)
or
any
other
Person,
whether
in
connection
with
thisAgreement
or
the
Letter
of
Credit
or
any
document
related
hereto
or
thereto
or
any
unrelated
transaction;(iii)
any
draft
or
other
document
presented
under
a
Letter
of
Credit
proving
to
be
forged,
fraudulent
or
invalid
in
anyrespect
or
any
statement
therein
being
untrue
or
inaccurate
in
any
respect;(iv)
payment
by
the
Issuing
Bank
under
a
Letter
of
Credit
against
presentation
of
a
draft
or
other
document
to
theIssuing
Bank
that
does
not
comply
with
the
terms
of
such
Letter
of
Credit;(v)
any
other
event
or
circumstance
whatsoever,
whether
or
not
similar
to
any
of
the
foregoing,
that
might,
but
for
theprovisions
of
this
Section,
constitute
a
legal
or
equitable
discharge
of,
or
provide
a
right
of
set-off
against,
the
Borrower’s
obligations
hereunder;or(vi)
the
existence
of
a
Default
or
an
Event
of
Default.Neither
the
Administrative
Agent,
the
Issuing
Bank,
any
Lender
nor
any
Related
Party
of
any
of
the
foregoing
shall
have
any
liability
or
responsibility
by
reason
ofor
in
connection
with
the
issuance
or
transfer
of
any
Letter
of
Credit
or
any
payment
or
failure
to
make
any
payment
thereunder
(irrespective
of
any
of
thecircumstances
referred
to
above),
or
any
error,
omission,
interruption,
loss
or
delay
in
transmission
or
delivery
of
any
draft,
notice
or
other
communication
under
orrelating
to
any
Letter39Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.of
Credit
(including
any
document
required
to
make
a
drawing
thereunder),
any
error
in
interpretation
of
technical
terms
or
any
consequence
arising
from
causesbeyond
the
control
of
the
Issuing
Bank;
provided
that
the
foregoing
shall
not
be
construed
to
excuse
the
Issuing
Bank
from
liability
to
the
Borrower
to
the
extent
ofany
actual
direct
damages
(as
opposed
to
special,
indirect
(including
claims
for
lost
profits
or
other
consequential
damages),
or
punitive
damages,
claims
in
respectof
which
are
hereby
waived
by
the
Borrower
to
the
extent
permitted
by
applicable
law)
suffered
by
the
Borrower
that
are
caused
by
the
Issuing
Bank’s
failure
toexercise
due
care
when
determining
whether
drafts
or
other
documents
presented
under
a
Letter
of
Credit
comply
with
the
terms
thereof.
The
parties
heretoexpressly
agree
that,
in
the
absence
of
gross
negligence
or
willful
misconduct
on
the
part
of
the
Issuing
Bank
(as
finally
determined
by
a
court
of
competentjurisdiction),
the
Issuing
Bank
shall
be
deemed
to
have
exercised
due
care
in
each
such
determination.
In
furtherance
of
the
foregoing
and
without
limiting
thegenerality
thereof,
the
parties
agree
that,
with
respect
to
documents
presented
that
appear
on
their
face
to
be
in
substantial
compliance
with
the
terms
of
a
Letter
ofCredit,
the
Issuing
Bank
may,
in
its
sole
discretion,
either
accept
and
make
payment
upon
such
documents
without
responsibility
for
further
investigation,regardless
of
any
notice
or
information
to
the
contrary,
or
refuse
to
accept
and
make
payment
upon
such
documents
if
such
documents
are
not
in
strict
compliancewith
the
terms
of
such
Letter
of
Credit.(j)
Unless
otherwise
expressly
agreed
by
the
Issuing
Bank
and
the
Borrower
when
a
Letter
of
Credit
is
issued
and
subject
toapplicable
laws,
(i)
each
standby
Letter
of
Credit
shall
be
governed
by
the
“International
Standby
Practices
1998”
(ISP98)
(or
such
later
revision
as
maybe
published
by
the
Institute
of
International
Banking
Law
&
Practice
on
any
date
any
Letter
of
Credit
may
be
issued),
(ii)
each
documentary
Letter
ofCredit
shall
be
governed
by
the
Uniform
Customs
and
Practices
for
Documentary
Credits
(2007
Revision),
International
Chamber
of
CommercePublication
No.
600
(or
such
later
revision
as
may
be
published
by
the
International
Chamber
of
Commerce
on
any
date
any
Letter
of
Credit
may
beissued)
and
(iii)
the
Borrower
shall
specify
the
foregoing
in
each
letter
of
credit
application
submitted
for
the
issuance
of
a
Letter
of
Credit.Section 2.23 Increase of Commitments; Additional Lenders .(a)
From
time
to
time
after
the
Restatement
Date
and
in
accordance
with
this
Section,
the
Borrower
and
one
or
moreIncreasing
Lenders
or
Additional
Lenders
(each
as
defined
below)
may
enter
into
an
agreement
to
increase
the
aggregate
Revolving
Commitments
(an
“Incremental
Revolving
Commitment
”)
and/or
make
term
loan
commitments
hereunder
(an
“
Incremental
Term
Loan
Commitment
”;
together
with
theIncremental
Revolving
Commitment,
the
“
Incremental
Commitments
”)
so
long
as
the
following
conditions
are
satisfied:(i)
(A)
unless
otherwise
agreed
by
the
Administrative
Agent,
each
Incremental
Commitment
pursuant
to
this
Sectionshall
be
in
an
amount
not
less
than
$10,000,000,
and
(B)
the
aggregate
principal
amount
of
all
such
Incremental
Commitments
made
pursuant
tothis
Section
shall
not
exceed
an
aggregate
amount
equal
to
the
Maximum
Incremental
Commitment
Amount;(ii)
the
Borrower
shall
execute
and
deliver
such
documents
and
instruments
and
take
such
other
actions
as
may
bereasonably
required
by
the
Administrative
Agent
in
connection
with
and
at
the
time
of
any
such
proposed
increase;(iii)
at
the
time
of
and
immediately
after
giving
effect
to
any
such
proposed
increase
no
Default
or
Event
of
Defaultshall
exist
or,
in
the
case
of
any
Incremental
Term
Loan
Commitment
established
to
finance
a
Limited
Condition
Transaction,
no
Event
ofDefault
under
Sections
8.1(h)
or
8.1(i)
exists
or
would
result
from
such
Limited
Condition
Transaction;
provided
,
that,
in
the
case
of
anyIncremental
Term
Loan
Commitment
established
to
finance
a
Limited
Condition
Transaction,
the
date
of
determination
of
whether
the
conditionin
this
clause
(iii)
has
been
satisfied
shall,
at
the
option
of
the
Borrower,
be
the
LCT
Test
Date
for
such
Limited
Condition
Transaction;(iv)
all
representations
and
warranties
of
each
Loan
Party
set
forth
in
the
Loan
Documents
shall
be
true
and
correct
inall
material
respects
(other
than
those
representations
and
warranties
that
are
expressly
qualified
by
a
Material
Adverse
Effect
or
othermateriality,
in
which
case
such
representations
and
warranties
shall
be
true
and
correct
in
all
respects);
provided
that,
in
the
case
of
anyIncremental
Term
Loan
Commitment
established
to
finance
a
Limited
Condition
Transaction,
such
representations
and
warranties
may
belimited
to
customary
“SunGard”
specified
representations;(v)
any
incremental
term
loans
made
pursuant
to
this
Section
(the
“
Incremental
Term
Loans
”)
shall
have
a
maturitydate
no
earlier
than
the
Maturity
Date;40Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(vi)
any
Incremental
Revolving
Commitments
provided
pursuant
to
this
Section
shall
have
the
same
terms
andconditions
as
the
existing
Revolving
Commitments
hereunder,
including,
without
limitation,
the
Revolving
Commitment
Termination
Date
andApplicable
Margin;(vii)
Parent
and
its
Subsidiaries
shall
be
in
compliance
with
the
financial
covenant
set
forth
in
Article
VI
as
of
the
lastday
of
the
most
recently
ended
four
Fiscal
Quarter
period
for
which
financial
statements
are
required
to
have
been
delivered
pursuant
toSection
5.1(a)
or
(b)
,
calculated
on
a
Pro
Forma
Basis
and
as
if
all
such
Incremental
Term
Loans
had
been
made
and
all
such
IncrementalRevolving
Commitments
had
been
established
(and
fully
funded)
as
of
the
first
day
of
the
relevant
period
for
testing
compliance
(but
calculatedwithout
including
the
cash
proceeds
of
any
such
Incremental
Term
Loans
or
Incremental
Revolving
Commitments
in
the
amount
of
unrestrictedcash
and
Cash
Equivalents
to
be
netted
in
the
calculation
of
Consolidated
Total
Net
Leverage
Ratio);
provided
,
that,
(a)
in
the
case
of
anyIncremental
Commitments
established
to
finance
a
Material
Acquisition,
the
Consolidated
Total
Net
Leverage
Ratio
may
be
0.50
greater
thanthe
otherwise
applicable
covenant
level
set
forth
in
Article
VI
and
(b)
in
the
case
of
any
Incremental
Term
Loan
Commitment
established
tofinance
a
Limited
Condition
Transaction,
the
date
of
determination
of
whether
the
condition
in
this
clause
(vii)
has
been
satisfied
shall,
at
theoption
of
the
Borrower,
be
the
LCT
Test
Date
for
such
Limited
Condition
Transaction;(viii)
any
collateral
securing
any
such
Incremental
Commitments
and
Incremental
Term
Loans
shall
also
secure
allother
Obligations
on
a
pari passu basis;(ix)
the
scheduled
amortization
installments
with
respect
to
any
Incremental
Term
Loans
may
not
be
more
frequentthan
quarterly
and
the
aggregate
annual
amount
of
scheduled
amortization
with
respect
to
any
Incremental
Term
Loans
may
not
exceed
10%
ofthe
original
principal
amount
of
such
Incremental
Term
Loans
(it
being
understood
that,
subject
to
this
clause
(viii),
the
amortization
scheduleapplicable
to
(and
the
effect
thereon
of
any
prepayments
of)
any
Incremental
Term
Loans
shall
be
determined
by
the
Borrower
and
theapplicable
Increasing
Lenders;(x)
covenants
and
events
of
default
applicable
to
any
Incremental
Term
Loan
commitments
or
Incremental
TermLoan
shall
be
identical
to
those
applicable
to
the
Revolving
Commitments
and
the
Revolving
Loans,
other
than
any
such
covenants
and
events
ofdefault
applicable
after
the
Maturity
Date
in
effect
on
the
date
of
incurrence
of
such
Incremental
Term
Loans;
and(xi)
except
for
the
terms
referred
to
above
and
otherwise
subject
to
this
Section
2.23
,
to
the
extent
the
terms
andconditions
of
any
Incremental
Term
Loans
(other
than
interest
rates
(whether
fixed
or
floating),
interest
margins,
benchmark
rate
floors,
upfrontfees,
original
issue
discounts
and
prepayment
terms
(including
“no
call”
terms
and
other
restrictions
thereon)
and
premiums)
are
not
consistentwith
those
of
the
Revolving
Loans,
such
differences
shall
be
acceptable
to
the
Administrative
Agent
(such
acceptance
not
to
be
unreasonablywithheld
or
delayed).(b)
The
Borrower
shall
provide
at
least
30
days’
written
notice
to
the
Administrative
Agent
(who
shall
promptly
provide
acopy
of
such
notice
to
each
Lender)
of
any
proposal
to
establish
an
Incremental
Commitment.
The
Borrower
may
also,
but
is
not
required
to,
specify
anyfees
offered
to
those
Lenders
(the
“
Increasing
Lenders
”)
that
agree
to
increase
the
principal
amount
of
their
Revolving
Commitments
and/or
provideIncremental
Term
Loans,
which
fees
may
be
variable
based
upon
the
amount
by
which
any
such
Lender
is
willing
to
increase
the
principal
amount
of
itsRevolving
Commitment
and/or
provide
Incremental
Term
Loans,
as
applicable.
Each
Increasing
Lender
shall
as
soon
as
practicable,
and
in
any
casewithin
15
days
following
receipt
of
such
notice,
specify
in
a
written
notice
to
the
Borrower
and
the
Administrative
Agent
the
amount
of
such
proposedIncremental
Commitment
and/or
Incremental
Term
Loans
that
it
is
willing
to
provide.
No
Lender
(or
any
successor
thereto)
shall
have
any
obligation,express
or
implied,
to
offer
to
increase
the
aggregate
principal
amount
of
its
Revolving
Commitment
and/or
provide
Incremental
Term
Loans,
and
anydecision
by
a
Lender
to
increase
its
Revolving
Commitment
and/or
provide
Incremental
Term
Loans
shall
be
made
in
its
sole
discretion
independentlyfrom
any
other
Lender.
Only
the
consent
of
each
Increasing
Lender
shall
be
required
for
an
increase
in
the
aggregate
principal
amount
of
the
RevolvingCommitments
and/or
the
providing
of
Incremental
Term
Loans,
as
applicable,
pursuant
to
this
Section.
No
Lender
which
declines
to
increase
the
principalamount
of
its
Revolving
Commitment
and/or
provide
Incremental
Term
Loans
may
be
replaced
with
respect
to
its
existing
Revolving
Commitment
and/orany
existing
Incremental
Term
Loans,
as
applicable,
as
a
result
thereof
without
such
Lender’s
consent.
If
any
Lender
shall
fail
to
notify
the
Borrower
andthe
Administrative
Agent
in
writing
about
whether
it
will
increase
its
Revolving
Commitment
and/or
provide
Incremental
Term
Loans
within
15
daysafter
receipt
of
such
notice,
such
Lender
shall
be
deemed
to
have
declined
to
increase
its
Revolving
Commitment
and/or
provide
Incremental
Term
Loans,as
applicable.
The
Borrower
may
designate
new
lenders
that
are
acceptable
to
the
Administrative
Agent
(such
approval
not41Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.to
be
unreasonably
withheld)
as
additional
Lenders
hereunder
in
accordance
with
this
Section
(the
“
Additional
Lenders
”),
which
Additional
Lendersmay
assume
all
or
a
portion
of
such
Incremental
Commitment;
provided
,
that
none
of
Parent,
its
Subsidiaries,
or
its
Affiliates
shall
be
an
AdditionalLender.
The
Borrower
and
the
Administrative
Agent
shall
have
discretion
jointly
to
adjust
the
allocation
of
such
Incremental
Revolving
Commitmentsand/or
such
Incremental
Term
Loans
among
the
Increasing
Lenders
and
the
Additional
Lenders.
The
sum
of
the
increase
in
the
Revolving
Commitmentsand
the
Incremental
Term
Loans
of
the
Increasing
Lenders
plus
the
Revolving
Commitments
and
the
Incremental
Term
Loans
of
the
Additional
Lendersshall
not
in
the
aggregate
exceed
the
unsubscribed
amount
of
the
Maximum
Incremental
Commitment
Amount.(c)
Subject
to
subsections
(a)
and
(b)
of
this
Section,
any
increase
requested
by
the
Borrower
shall
be
effective
upon
deliveryto
the
Administrative
Agent
of
each
of
the
following
documents:(i)
an
originally
executed
copy
of
an
instrument
of
joinder,
in
form
and
substance
reasonably
acceptable
to
theAdministrative
Agent,
executed
by
the
Borrower,
by
each
Additional
Lender
and
by
each
Increasing
Lender,
setting
forth
the
new
RevolvingCommitments
and/or
new
Incremental
Term
Loan
commitments,
as
applicable,
of
such
Lenders,
the
new
outstanding
LC
Commitment
(ifapplicable),
and
setting
forth
the
agreement
of
each
Additional
Lender
to
become
a
party
to
this
Agreement
and
to
be
bound
by
all
of
the
termsand
provisions
hereof;(ii)
such
evidence
of
appropriate
corporate
authorization
on
the
part
of
the
Borrower
with
respect
to
such
IncrementalCommitment
and
such
opinions
of
counsel
for
the
Borrower
with
respect
to
such
Incremental
Commitment
as
the
Administrative
Agent
mayreasonably
request;(iii)
a
certificate
of
the
Borrower
signed
by
a
Responsible
Officer,
in
form
and
substance
reasonably
acceptable
to
theAdministrative
Agent,
certifying
that
each
of
the
conditions
in
subsection
(a)
of
this
Section
has
been
satisfied;(iv)
to
the
extent
requested
by
any
Additional
Lender
or
any
Increasing
Lender,
executed
promissory
notesevidencing
such
Incremental
Revolving
Commitments
and/or
such
Incremental
Term
Loans,
issued
by
the
Borrower
in
accordance
withSection
2.10
;
and(v)
any
other
certificates
or
documents
that
the
Administrative
Agent
shall
reasonably
request,
in
form
and
substancereasonably
satisfactory
to
the
Administrative
Agent.Upon
the
effectiveness
of
any
such
Incremental
Commitment,
the
Commitments
and
Pro
Rata
Share
of
each
Lender
will
be
adjusted
to
give
effect
to
theIncremental
Revolving
Commitments
and/or
the
Incremental
Term
Loans,
as
applicable,
the
LC
Commitment
will
be
increased
automatically
(ifapplicable),
and
Schedule
II
shall
automatically
be
deemed
amended
accordingly.(d)
All
terms
of
the
initial
Incremental
Term
Loan
advanced
hereunder
and
any
other
Incremental
Term
Loans
that
aredifferent
from
the
terms
outstanding
under
the
Credit
Agreement
immediately
prior
to
the
incurrence
of
such
Incremental
Term
Loans
(any
such
initialIncremental
Term
Loan
and
other
Incremental
Term
Loans,
the
“
Non-Conforming
Credit
Extensions
”)
shall
be
as
set
forth
in
a
separate
assumptionagreement
among
the
Borrower,
the
Lenders
providing
such
Incremental
Term
Loans
and
the
Administrative
Agent,
the
execution
and
delivery
of
whichagreement
shall
be
a
condition
to
the
effectiveness
of
the
Non-Conforming
Credit
Extensions.
The
scheduled
principal
payments
on
any
existingIncremental
Term
Loans
shall
be
ratably
increased
after
the
making
of
any
new
Incremental
Term
Loans
(other
than
Incremental
Term
Loans
that
areNon-Conforming
Credit
Extensions)
under
this
Section
by
the
aggregate
principal
amount
of
such
Incremental
Term
Loans.
After
the
incurrence
of
anyNon-Conforming
Credit
Extensions,
all
optional
prepayments
of
Incremental
Term
Loans
shall
be
allocated
ratably
between
the
then-outstandingIncremental
Term
Loans
and
such
Non-Conforming
Credit
Extensions.
Notwithstanding
anything
to
the
contrary
in
Section
10.2
,
the
AdministrativeAgent
is
expressly
permitted
to
amend
the
Loan
Documents
to
the
extent
necessary
to
give
effect
to
any
increase
pursuant
to
this
Section
and
mechanicalchanges
necessary
or
advisable
in
connection
therewith
(including
amendments
to
(i)
implement
the
requirements
in
the
preceding
two
sentences,
(ii)ensure
pro rata allocations
of
Eurodollar
Loans
and
Base
Rate
Loans
between
Loans
incurred
pursuant
to
this
Section
and
Loans
outstanding
immediatelyprior
to
any
such
incurrence,
(iii)
provide
optional
and
mandatory
prepayments
for
any
Incremental
Term
Loans,
and
(iv)
reflect
any
maturity
date
afterthe
Maturity
Date
(including,
without
limitation,
amendments
to
any
provisions
of
this
Credit
Agreement
affected
by
such
later
maturity
date)).42Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Section 2.24 Mitigation of Obligations .
If
any
Lender
requests
compensation
under
Section
2.18
,
or
if
the
Borrower
is
required
topay
any
additional
amount
to
any
Lender
or
any
Governmental
Authority
for
the
account
of
any
Lender
pursuant
to
Section
2.20
,
then
such
Lender
shall
usereasonable
efforts
to
designate
a
different
lending
office
for
funding
or
booking
its
Loans
hereunder
or
to
assign
its
rights
and
obligations
hereunder
to
another
ofits
offices,
branches
or
affiliates,
if,
in
the
sole
judgment
of
such
Lender,
such
designation
or
assignment
(i)
would
eliminate
or
reduce
amounts
payable
underSection
2.18
or
Section
2.20
,
as
the
case
may
be,
in
the
future
and
(ii)
would
not
subject
such
Lender
to
any
unreimbursed
cost
or
expense
and
would
nototherwise
be
disadvantageous
to
such
Lender.
The
Borrower
hereby
agrees
to
pay
all
costs
and
expenses
incurred
by
any
Lender
in
connection
with
suchdesignation
or
assignment.Section 2.25 Replacement of Lenders .
If
(a)
any
Lender
requests
compensation
under
Section
2.18
,
or
if
the
Borrower
is
required
topay
any
additional
amount
to
any
Lender
or
any
Governmental
Authority
for
the
account
of
any
Lender
pursuant
to
Section
2.20
,
(b)
any
Lender
is
a
DefaultingLender,
or
(c)
in
connection
with
any
proposed
amendment,
modification,
termination,
waiver
or
consent
with
respect
to
any
of
the
provisions
hereof
ascontemplated
by
Section
10.2(b)
,
the
consent
of
Required
Lenders
shall
have
been
obtained
but
the
consent
of
one
or
more
of
such
other
Lenders
(each
a
“Non‑Consenting
Lender
”)
whose
consent
is
required
shall
not
have
been
obtained,
then
the
Borrower
may,
at
its
sole
expense
and
effort,
upon
notice
to
suchLender
and
the
Administrative
Agent,
require
such
Lender
to
assign
and
delegate,
without
recourse
(in
accordance
with
and
subject
to
the
restrictions
set
forth
inSection
10.4(b
)),
all
of
its
interests,
rights
(other
than
its
existing
rights
to
payments
pursuant
to
Section
2.18
or
2.20
,
as
applicable)
and
obligations
under
thisAgreement
to
an
assignee
that
shall
assume
such
obligations
(which
assignee
may
be
another
Lender)
(a
“
Replacement
Lender
”);
provided
that
(i)
the
Borrowershall
have
received
the
prior
written
consent
of
the
Administrative
Agent,
which
consent
shall
not
be
unreasonably
withheld,
(ii)
such
Lender
shall
have
receivedpayment
of
an
amount
equal
to
the
outstanding
principal
amount
of
all
Loans
owed
to
it,
accrued
interest
thereon,
accrued
fees
and
all
other
amounts
payable
to
ithereunder
from
the
assignee
(in
the
case
of
such
outstanding
principal
and
accrued
interest)
and
from
the
Borrower
(in
the
case
of
all
other
amounts),
(iii)
in
thecase
of
a
claim
for
compensation
under
Section
2.18
or
payments
required
to
be
made
pursuant
to
Section
2.20
,
such
assignment
will
result
in
a
reduction
in
suchcompensation
or
payments,
and
(iv)
in
the
case
of
a
Non‑Consenting
Lender,
each
Replacement
Lender
shall
consent,
at
the
time
of
such
assignment,
to
eachmatter
in
respect
of
which
such
terminated
Lender
was
a
Non‑Consenting
Lender.
A
Lender
shall
not
be
required
to
make
any
such
assignment
and
delegation
if,prior
thereto,
as
a
result
of
a
waiver
by
such
Lender
or
otherwise,
the
circumstances
entitling
the
Borrower
to
require
such
assignment
and
delegation
cease
toapply.Section 2.26 Defaulting Lenders .(a)
Cash
Collateral
.(i)
At
any
time
that
there
shall
exist
a
Defaulting
Lender,
within
one
Business
Day
following
the
written
request
ofthe
Administrative
Agent
or
the
Issuing
Bank
(with
a
copy
to
the
Administrative
Agent)
the
Borrower
shall
Cash
Collateralize
the
IssuingBank’s
LC
Exposure
with
respect
to
such
Defaulting
Lender
(determined
after
giving
effect
to
Section
2.26(b)(iv)
and
any
Cash
Collateralprovided
by
such
Defaulting
Lender)
in
an
amount
not
less
than
105%
of
the
Issuing
Bank’s
LC
Exposure
with
respect
to
such
DefaultingLender.(ii)
The
Borrower,
and
to
the
extent
provided
by
any
Defaulting
Lender,
such
Defaulting
Lender,
hereby
grants
to
theAdministrative
Agent,
for
the
benefit
of
the
Issuing
Bank,
and
agrees
to
maintain,
a
first
priority
security
interest
in
all
such
Cash
Collateral
assecurity
for
the
Defaulting
Lenders’
obligation
to
fund
participations
in
respect
of
Letters
of
Credit,
to
be
applied
pursuant
to
clause
(iii)
below.If
at
any
time
the
Administrative
Agent
determines
that
Cash
Collateral
is
subject
to
any
right
or
claim
of
any
Person
other
than
theAdministrative
Agent
and
the
Issuing
Bank
as
herein
provided,
or
that
the
total
amount
of
such
Cash
Collateral
is
less
than
the
minimum
amountrequired
pursuant
to
clause
(i)
above,
the
Borrower
will,
promptly
upon
demand
by
the
Administrative
Agent,
pay
or
provide
to
theAdministrative
Agent
additional
Cash
Collateral
in
an
amount
sufficient
to
eliminate
such
deficiency
(after
giving
effect
to
any
Cash
Collateralprovided
by
the
Defaulting
Lender).(iii)
Notwithstanding
anything
to
the
contrary
contained
in
this
Agreement,
Cash
Collateral
provided
under
thisSection
2.26(a)
or
Section
2.26(b)
in
respect
of
Letters
of
Credit
shall
be
applied
to
the
satisfaction
of
the
Defaulting
Lender’s
obligation
to
fundparticipations
in
respect
of
Letters
of
Credit
or
LC
Disbursements
(including,
as
to
Cash
Collateral
provided
by
a
Defaulting
Lender,
any
interestaccrued
on
such
obligation)
for
which
the
Cash
Collateral
was
so
provided,
prior
to
any
other
application
of
such
property
as
may
otherwise
beprovided
for
herein.(iv)
Cash
Collateral
(or
the
appropriate
portion
thereof)
provided
to
reduce
any
Issuing
Bank’s
LC
Exposure
shall
nolonger
be
required
to
be
held
as
Cash
Collateral
pursuant
to
this
Section
2.26(a)43Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.following
(A)
the
elimination
of
the
applicable
LC
Exposure
(including
by
the
termination
of
Defaulting
Lender
status
of
the
applicable
Lender),or
(ii)
the
determination
by
the
Administrative
Agent
and
the
Issuing
Bank
that
there
exists
excess
Cash
Collateral;
provided
that,
subject
toSection
2.26(b)
through
(d)
the
Person
providing
Cash
Collateral
and
each
Issuing
Bank
may
agree
that
Cash
Collateral
shall
be
held
to
supportfuture
anticipated
LC
Exposure
or
other
obligations
and
provided
further
that
to
the
extent
that
such
Cash
Collateral
was
provided
by
theBorrower,
such
Cash
Collateral
shall
remain
subject
to
the
security
interest
granted
pursuant
to
the
Loan
Documents.(b)
Defaulting
Lender
Adjustments
.
Notwithstanding
anything
to
the
contrary
contained
in
this
Agreement,
if
any
Lenderbecomes
a
Defaulting
Lender,
then,
until
such
time
as
such
Lender
is
no
longer
a
Defaulting
Lender,
to
the
extent
permitted
by
applicable
law:(i)
Such
Defaulting
Lender’s
right
to
approve
or
disapprove
any
amendment,
waiver
or
consent
with
respect
to
thisAgreement
shall
be
restricted
as
set
forth
in
the
definition
of
Required
Lenders
and
in
Section
10.2
.(ii)
Any
payment
of
principal,
interest,
fees
or
other
amounts
received
by
the
Administrative
Agent
for
the
account
ofsuch
Defaulting
Lender
(whether
voluntary
or
mandatory,
at
maturity,
pursuant
to
Article
VIII
or
otherwise)
or
received
by
the
AdministrativeAgent
from
a
Defaulting
Lender
pursuant
to
Section
10.7
shall
be
applied
at
such
time
or
times
as
may
be
determined
by
the
AdministrativeAgent
as
follows:
first
,
to
the
payment
of
any
amounts
owing
by
such
Defaulting
Lender
to
the
Administrative
Agent
hereunder;
second
,
to
thepayment
on
a
pro
rata
basis
of
any
amounts
owing
by
such
Defaulting
Lender
to
the
Issuing
Bank
or
Swingline
Lender
hereunder;
third
,
to
CashCollateralize
the
Issuing
Bank’s
LC
Exposure
with
respect
to
such
Defaulting
Lender
in
accordance
with
Section
2.26(a)
;
fourth
,
as
theBorrower
may
request
(so
long
as
no
Default
or
Event
of
Default
exists),
to
the
funding
of
any
Loan
in
respect
of
which
such
Defaulting
Lenderhas
failed
to
fund
its
portion
thereof
as
required
by
this
Agreement,
as
determined
by
the
Administrative
Agent;
fifth
,
if
so
determined
by
theAdministrative
Agent
and
the
Borrower,
to
be
held
in
a
deposit
account
and
released
pro
rata
in
order
to
(x)
satisfy
such
Defaulting
Lender’spotential
future
funding
obligations
with
respect
to
Loans
under
this
Agreement
and
(y)
Cash
Collateralize
the
Issuing
Banks’
future
LCExposure
with
respect
to
such
Defaulting
Lender
with
respect
to
future
Letters
of
Credit
issued
under
this
Agreement,
in
accordance
withSection
2.26(a)
;
sixth
,
to
the
payment
of
any
amounts
owing
to
the
Lenders,
the
Issuing
Bank
or
Swingline
Lender
as
a
result
of
any
judgmentof
a
court
of
competent
jurisdiction
obtained
by
any
Lender,
the
Issuing
Bank
or
Swingline
Lender
against
such
Defaulting
Lender
as
a
result
ofsuch
Defaulting
Lender’s
breach
of
its
obligations
under
this
Agreement;
seventh
,
so
long
as
no
Default
or
Event
of
Default
exists,
to
thepayment
of
any
amounts
owing
to
the
Borrower
as
a
result
of
any
judgment
of
a
court
of
competent
jurisdiction
obtained
by
the
Borroweragainst
such
Defaulting
Lender
as
a
result
of
such
Defaulting
Lender’s
breach
of
its
obligations
under
this
Agreement;
and
eighth
,
to
suchDefaulting
Lender
or
as
otherwise
directed
by
a
court
of
competent
jurisdiction;
provided
that
if
(x)
such
payment
is
a
payment
of
the
principalamount
of
any
Loans
or
LC
Disbursements
in
respect
of
which
such
Defaulting
Lender
has
not
fully
funded
its
appropriate
share,
and
(y)
suchLoans
were
made
or
the
related
Letters
of
Credit
were
issued
at
a
time
when
the
conditions
set
forth
in
Section
3.2
were
satisfied
or
waived,
suchpayment
shall
be
applied
solely
to
pay
the
Loans
of,
and
LC
Disbursements
owed
to,
all
Non-Defaulting
Lenders
on
a
pro
rata
basis
prior
tobeing
applied
to
the
payment
of
any
Loans
of,
or
LC
Disbursements
owed
to,
such
Defaulting
Lender
until
such
time
as
all
Loans
and
fundedand
unfunded
participations
in
L/C
Obligations
and
Swingline
Loans
are
held
by
the
Lenders
pro
rata
in
accordance
with
the
Commitmentsunder
the
applicable
Facility
without
giving
effect
to
sub-section
(iv)
below.
Any
payments,
prepayments
or
other
amounts
paid
or
payable
to
aDefaulting
Lender
that
are
applied
(or
held)
to
pay
amounts
owed
by
a
Defaulting
Lender
or
to
post
Cash
Collateral
pursuant
to
this
Section2.26(b)(ii)
shall
be
deemed
paid
to
and
redirected
by
such
Defaulting
Lender,
and
each
Lender
irrevocably
consents
hereto.(iii)
(A)
No
Defaulting
Lender
shall
be
entitled
to
receive
any
commitment
fee
pursuant
to
Section
2.14(b)
for
anyperiod
during
which
that
Lender
is
a
Defaulting
Lender
(and
the
Borrower
shall
not
be
required
to
pay
any
such
fee
that
otherwise
would
havebeen
required
to
have
been
paid
to
that
Defaulting
Lender).(B)
Each
Defaulting
Lender
shall
be
entitled
to
receive
letter
of
credit
fees
pursuant
to
Section
2.14(c)
for
any
periodduring
which
that
Lender
is
a
Defaulting
Lender
only
to
the
extent
allocable
to
that
portion
of
its
LC
Exposure
for
which
it
has
provided
CashCollateral
pursuant
to
Section
2.26(a)
.(C)
With
respect
to
any
commitment
fee
or
letter
of
credit
fee
not
required
to
be
paid
to
any
Defaulting
Lenderpursuant
to
clause
(A)
or
(B)
above,
the
Borrower
shall
(x)
pay
to
each
Non-Defaulting44Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Lender
that
portion
of
any
such
fee
otherwise
payable
to
such
Defaulting
Lender
with
respect
to
such
Defaulting
Lender’s
participation
inLetters
of
Credit
or
Swingline
Loans
that
has
been
reallocated
to
such
Non-Defaulting
Lender
pursuant
to
clause
(iv)
below,
(y)
pay
to
eachIssuing
Bank
and
Swingline
Lender,
as
applicable,
the
amount
of
any
such
fee
otherwise
payable
to
such
Defaulting
Lender
to
the
extentallocable
to
the
Issuing
Bank’s
LC
Exposure
or
Swingline
Lender’s
Swingline
Exposure
with
respect
to
such
Defaulting
Lender,
and
(z)
not
berequired
to
pay
the
remaining
amount
of
any
such
fee.(iv)
All
or
any
part
of
such
Defaulting
Lender’s
participation
in
Letters
of
Credit
and
Swingline
Loans
shall
bereallocated
among
the
Non-Defaulting
Lenders
in
accordance
with
their
respective
Pro
Rata
Shares
of
the
Revolving
Commitments
(calculatedwithout
regard
to
such
Defaulting
Lender’s
Revolving
Commitment)
but
only
to
the
extent
that
(x)
the
conditions
set
forth
in
Section
3.2
aresatisfied
at
the
time
of
such
reallocation
(and,
unless
the
Borrower
shall
have
otherwise
notified
the
Administrative
Agent
at
such
time,
theBorrower
shall
be
deemed
to
have
represented
and
warranted
that
such
conditions
are
satisfied
at
such
time),
and
(y)
such
reallocation
does
notcause
the
aggregate
Revolving
Credit
Exposure
of
any
Non-Defaulting
Lender
to
exceed
such
Non-Defaulting
Lender’s
Revolving
Commitment.No
reallocation
hereunder
shall
constitute
a
waiver
or
release
of
any
claim
of
any
party
hereunder
against
a
Defaulting
Lender
arising
from
thatLender
having
become
a
Defaulting
Lender,
including
any
claim
of
a
Non-Defaulting
Lender
as
a
result
of
such
Non-Defaulting
Lender’sincreased
exposure
following
such
reallocation.(v)
If
the
reallocation
described
in
clause
(iv)
above
cannot,
or
can
only
partially,
be
effected,
the
Borrower
shall,without
prejudice
to
any
right
or
remedy
available
to
it
hereunder
or
under
law,
(x)
first,
prepay
Swingline
Loans
in
an
amount
equal
to
theSwingline
Lender’s
Swingline
Exposure
with
respect
to
such
Defaulting
Lender
and
(y)
second,
Cash
Collateralize
the
Issuing
Banks’
LCExposure
with
respect
to
such
Defaulting
Lender
in
accordance
with
the
procedures
set
forth
in
Section
2.26(a)
.(c)
Defaulting
Lender
Cure
.
If
the
Borrower,
the
Administrative
Agent,
Swingline
Lender
and
Issuing
Bank
agree
in
writingthat
a
Lender
is
no
longer
a
Defaulting
Lender,
the
Administrative
Agent
will
so
notify
the
parties
hereto,
whereupon
as
of
the
effective
date
specified
insuch
notice
and
subject
to
any
conditions
set
forth
therein
(which
may
include
arrangements
with
respect
to
any
Cash
Collateral),
that
Lender
will,
to
theextent
applicable,
purchase
at
par
that
portion
of
outstanding
Loans
of
the
other
Lenders
or
take
such
other
actions
as
the
Administrative
Agent
maydetermine
to
be
necessary
to
cause
the
Loans
and
funded
and
unfunded
participations
in
Letters
of
Credit
and
Swingline
Loans
to
be
held
pro
rata
by
theLenders
in
accordance
with
the
applicable
Commitments
(without
giving
effect
to
Section
2.26(b)(iv),
whereupon
such
Lender
will
cease
to
be
aDefaulting
Lender;
provided
that
no
adjustments
will
be
made
retroactively
with
respect
to
fees
accrued
or
payments
made
by
or
on
behalf
of
theBorrower
while
that
Lender
was
a
Defaulting
Lender;
and
provided,
further,
that
except
to
the
extent
otherwise
expressly
agreed
by
the
affected
parties,no
change
hereunder
from
Defaulting
Lender
to
Lender
will
constitute
a
waiver
or
release
of
any
claim
of
any
party
hereunder
arising
from
that
Lender’shaving
been
a
Defaulting
Lender.(d)
New
Swingline
Loans/Letters
of
Credit
.
So
long
as
any
Lender
is
a
Defaulting
Lender,
(i)
the
Swingline
Lender
shall
notbe
required
to
fund
any
Swingline
Loans
unless
it
is
satisfied
that
it
will
have
no
Swingline
Exposure
after
giving
effect
to
such
Swingline
Loan
and
(ii)no
Issuing
Bank
shall
be
required
to
issue,
extend,
renew
or
increase
any
Letter
of
Credit
unless
it
is
satisfied
that
it
will
have
no
LC
Exposure
after
givingeffect
thereto.ARTICLE IIICONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDITSection 3.1 Conditions to Effectiveness .
The
obligations
of
the
Lenders
(including
the
Swingline
Lender)
to
make
Loans
and
theobligation
of
the
Issuing
Bank
to
issue
any
Letters
of
Credit
hereunder
shall
not
become
effective
until
the
date
on
which
each
of
the
following
conditions
issatisfied
(or
waived
in
accordance
with
Section
10.2
):(a)
The
Administrative
Agent
shall
have
received
payment
of
all
fees,
expenses
and
other
amounts
due
and
payable
on
or
priorto
the
Restatement
Date
for
which
invoices
have
been
presented,
including,
without
limitation,
reimbursement
or
payment
of
all
out-of-pocket
expenses
ofthe
Administrative
Agent,
the
Sole
Arranger
and
their
respective
Affiliates
(including
reasonable
fees,
charges
and
disbursements
of
counsel
to
theAdministrative
Agent)
required
to
be
reimbursed
or
paid
by
the
Borrower
hereunder,
under
any
other
Loan
Document
and
under
any
agreement
with
theAdministrative
Agent
or
the
Sole
Arranger.(b)
The
Administrative
Agent
(or
its
counsel)
shall
have
received
the
following,
each
to
be
in
form
and
substance
reasonablysatisfactory
to
the
Administrative
Agent:45Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(i)
a
counterpart
of
this
Agreement
signed
by
or
on
behalf
of
each
party
hereto;(ii)
a
certificate
dated
as
of
the
Restatement
Date
of
the
Secretary
or
Assistant
Secretary
of
each
Loan
Party,attaching
and
certifying
copies
of
its
bylaws,
or
partnership
agreement
or
limited
liability
company
agreement,
and
of
the
resolutions
of
its
boardof
directors
or
other
equivalent
governing
body,
or
comparable
organizational
documents
and
authorizations,
authorizing
the
execution,
deliveryand
performance
of
the
Loan
Documents
to
which
it
is
a
party
and
certifying
the
name,
title
and
true
signature
of
each
officer
of
such
Loan
Partyexecuting
the
Loan
Documents
to
which
it
is
a
party;(iii)
certified
copies
of
the
articles
or
certificate
of
incorporation,
certificate
of
organization
or
limited
partnership,
orother
registered
organizational
documents
of
each
Loan
Party,
together
with
certificates
of
good
standing
or
existence,
as
may
be
available
fromthe
Secretary
of
State
of
the
jurisdiction
of
organization
of
such
Loan
Party
and
each
other
jurisdiction
where
such
Loan
Party
is
required
to
bequalified
to
do
business
as
a
foreign
corporation
where
the
failure
to
be
so
qualified
would
reasonably
be
expected
to
have
a
Material
AdverseEffect;(iv)
a
written
opinion
dated
as
of
the
Restatement
Date
from
Sheppard,
Mullin,
Richter
&
Hampton
LLP,
counsel
tothe
Loan
Parties,
and,
if
reasonably
requested
by
the
Administrative
Agent,
customary
local
counsel
opinions
with
respect
to
the
Loan
Parties,addressed
to
the
Administrative
Agent,
the
Issuing
Bank
and
each
of
the
Lenders,
and
covering
such
matters
relating
to
the
Loan
Parties,
theLoan
Documents
and
the
transactions
contemplated
therein
as
the
Administrative
Agent
or
the
Required
Lenders
shall
reasonably
request;(v)
a
certificate
dated
the
Restatement
Date
and
signed
by
a
Responsible
Officer,
certifying
that
after
giving
effect
tothe
funding
of
the
initial
Revolving
Borrowing,
(A)
no
Default
or
Event
of
Default
exists
and
(B)
all
representations
and
warranties
of
each
LoanParty
set
forth
in
the
Loan
Documents
are
true
and
correct;(vi)
a
duly
executed
Notice
of
Borrowing
for
any
initial
Revolving
Borrowing,
together
with,
if
applicable,
a
reportsetting
forth
the
sources
and
uses
of
the
proceeds
thereof;(vii)
certified
copies
of
all
consents,
approvals,
authorizations,
registrations
and
filings
and
orders
required
oradvisable
to
be
made
or
obtained
under
any
Requirement
of
Law,
or
by
any
Contractual
Obligation
of
any
Loan
Party
in
connection
with
theexecution,
delivery,
performance,
validity
and
enforceability
of
the
Loan
Documents
or
any
of
the
transactions
contemplated
thereby,
and
suchconsents,
approvals,
authorizations,
registrations,
filings
and
orders
shall
be
in
full
force
and
effect
and
all
applicable
waiting
periods
shall
haveexpired,
and
no
investigation
or
inquiry
by
any
governmental
authority
regarding
the
Commitments
or
any
transaction
being
financed
with
theproceeds
thereof
shall
be
ongoing;(viii)
copies
of
(A)
the
internally
prepared
financial
statements
of
Parent
and
its
Subsidiaries
on
a
consolidated
basisfor
the
Fiscal
Quarter
ended
September
30,
2017,
and
(B)
the
audited
consolidated
financial
statements
for
Parent
and
its
Subsidiaries
for
theFiscal
Years
ended
December
31,
2014,
December
31,
2015,
and
December
31,
2016;(ix)
a
certificate,
dated
the
Restatement
Date
and
signed
by
the
chief
financial
officer
of
Parent,
confirming
thatParent
and
its
Subsidiaries
on
a
consolidated
basis
are
Solvent
before
and
after
giving
effect
to
the
funding
of
the
initial
Revolving
Borrowingand
the
consummation
of
the
transactions
contemplated
to
occur
on
the
Restatement
Date;(x)
the
Guaranty
and
Security
Agreement
duly
executed
by
each
party
thereto,
together
with
(A)
UCC
financingstatements
and
other
applicable
documents
under
the
laws
of
all
necessary
or
appropriate
jurisdictions
with
respect
to
the
perfection
of
the
Liensgranted
under
the
Collateral
Documents,
as
requested
by
the
Administrative
Agent
in
order
to
perfect
such
Liens,
duly
authorized
by
the
LoanParties,
(B)
copies
of
favorable
UCC,
tax,
and
judgment
lien
search
reports
in
all
necessary
or
appropriate
jurisdictions
and
under
all
legal
andtrade
names
of
the
Loan
Parties
as
requested
by
the
Administrative
Agent,
indicating
that
there
are
no
prior
Liens
on
any
of
the
Collateral
otherthan
Permitted
Encumbrances
and
Liens
to
be
released
on
the
Restatement
Date,
(C)
an
Information
and
Collateral
Disclosure
Certificate,
datedas
of
the
Restatement
Date
and
duly
completed
and
executed
by
the
Loan
Parties,
(D)
duly
executed
Patent
Security
Agreements,
TrademarkSecurity
Agreements
and
Copyright
Security
Agreements,
if
applicable,
(E)
to
the
extent
not
delivered
before
the
Restatement
Date,
originalcertificates
evidencing
all
issued
and
outstanding
shares
of
Capital
Stock
of
all
Subsidiaries,
owned
directly
by
any
Loan
Party
(or,
if
the
pledgeof
all
of
the
voting
Capital
Stock
of
any
Foreign46Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Subsidiary
would
result
in
materially
adverse
tax
consequences,
limited
to
66%
of
the
issued
and
outstanding
voting
Capital
Stock
of
suchForeign
Subsidiary
and
100%
of
the
issued
and
outstanding
non-voting
Capital
Stock
of
such
Foreign
Subsidiary,
as
applicable),
and
(F)
to
theextent
not
delivered
before
the
Restatement
Date,
stock
or
membership
interest
powers
or
other
appropriate
instruments
of
transfer
executed
inblank;(xi)
to
the
extent
not
delivered
before
the
Restatement
Date,
Account
Control
Agreements
required
by
Section
5.11
,duly
executed
by
each
Permitted
Third
Party
Bank
and
the
applicable
Loan
Party;(xii)
certificates
of
insurance,
in
form
and
detail
reasonably
acceptable
to
the
Administrative
Agent,
describing
thetypes
and
amounts
of
insurance
(property
and
liability)
maintained
by
any
of
the
Loan
Parties,
in
each
case
naming
the
Administrative
Agent
asloss
payee
or
additional
insured,
as
the
case
may
be,
together
with
a
lender’s
loss
payable
endorsement
and
additional
insured
endorsement
inform
and
substance
reasonably
satisfactory
to
the
Administrative
Agent;(xiii)
documentation
and
information
required
by
regulatory
authorities
under
applicable
“know
your
customer”
andanti-money
laundering
rules
and
regulations,
including
the
Patriot
Act,
at
least
five
(5)
Business
Days
prior
to
the
Restatement
Date
to
the
extentthat
such
documentation
and
information
was
requested
by
Administrative
Agent
at
least
ten
(10)
Business
Days
prior
to
the
Restatement
Date;and(xiv)
all
certificates
and
other
documentation
required
by
Section
2.20
to
be
delivered
by
each
Lender
as
of
theRestatement
Date.(c)
The
Lenders
shall
have
completed,
to
their
satisfaction,
all
business,
financial,
collateral,
regulatory
and
legal
due
diligencewith
respect
to
the
Loan
Parties
and
the
Subsidiaries.Without
limiting
the
generality
of
the
provisions
of
this
Section
3.1
,
for
purposes
of
determining
compliance
with
the
conditions
specified
in
thisSection
3.1
,
the
Administrative
Agent
and
each
Lender
that
has
signed
this
Agreement
shall
be
deemed
to
have
(i)
consented
to,
approved
of,
accepted
or
beensatisfied
with
each
document
or
other
matter
required
thereunder
to
be
consented
to,
approved
by
or
acceptable
or
satisfactory
to
the
Administrative
Agent
and/or
aLender
and
(ii)
consented
to
the
replacement
of
its
Loans
(as
defined
in
and
under
the
Existing
Credit
Agreement)
with
the
Loans
hereunder,
in
each
case,
bymeans
of
a
“cashless
roll”
by
such
Lender
pursuant
to
settlement
mechanisms
approved
by
the
Administrative
Agent
and
such
replacements
shall
be
deemed
tocomply
with
any
requirement
hereunder
or
any
other
Loan
Document
that
such
payment
be
made
“in
Dollars”,
“in
immediately
available
funds”,
“in
cash”
or
anyother
similar
requirement,
in
each
case,
unless
the
Administrative
Agent
shall
have
received
notice
from
such
Lender
prior
to
the
proposed
Restatement
Datespecifying
its
objection
thereto.Section 3.2 Conditions to Each Credit Event .
The
obligation
of
each
Lender
to
make
a
Loan
on
the
occasion
of
any
Borrowing
andof
the
Issuing
Bank
to
issue,
amend,
renew
or
extend
any
Letter
of
Credit
is
subject
to
Section
2.26(c)
and
the
satisfaction
of
the
following
conditions:(a)
at
the
time
of
and
immediately
after
giving
effect
to
such
Borrowing
or
the
issuance,
amendment,
renewal
or
extension
ofsuch
Letter
of
Credit,
as
applicable,
no
Default
or
Event
of
Default
shall
exist;
provided
that,
with
respect
to
Incremental
Term
Loans
being
incurred
inconnection
with
a
Limited
Condition
Transaction,
this
clause
(a)
shall
be
subject
to
the
terms
of
Section
1.5
;(b)
except
with
respect
to
Incremental
Term
Loans
being
incurred
in
connection
with
a
Limited
Condition
Transaction,
at
thetime
of
and
immediately
after
giving
effect
to
such
Borrowing
or
the
issuance,
amendment,
renewal
or
extension
of
such
Letter
of
Credit,
as
applicable,all
representations
and
warranties
of
each
Loan
Party
set
forth
in
the
Loan
Documents
shall
be
true
and
correct
in
all
material
respects
(other
than
thoserepresentations
and
warranties
that
are
expressly
qualified
by
a
Material
Adverse
Effect
or
other
materiality,
in
which
case
such
representations
andwarranties
shall
be
true
and
correct
in
all
respects);
and(c)
the
Borrower
shall
have
delivered
the
required
Notice
of
Borrowing.Each
Borrowing
and
each
issuance,
amendment,
renewal
or
extension
of
any
Letter
of
Credit
shall
be
deemed
to
constitute
a
representation
andwarranty
by
the
Borrower
on
the
date
thereof
as
to
the
matters
specified
in
subsections
(a)
and
(b)
of
this
Section.Section 3.3 Delivery of Documents .
All
of
the
Loan
Documents,
certificates,
legal
opinions
and
other
documents
and
papers
referredto
in
this
Article,
unless
otherwise
specified,
shall
be
delivered
to
the
Administrative
Agent
for
the
account
of
each
of
the
Lenders
and
in
sufficient
counterparts
orcopies
for
each
of
the
Lenders
and
shall
be
in
form
and
substance
reasonably
satisfactory
in
all
respects
to
the
Administrative
Agent.47Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.ARTICLE IVREPRESENTATIONS AND WARRANTIESParent
and
the
Borrower
represent
and
warrant
to
the
Administrative
Agent,
each
Lender
and
the
Issuing
Bank
as
follows:Section 4.1 Existence; Power .
Each
of
Parent,
the
Borrower
and
each
of
their
respective
Subsidiaries
(i)
is
duly
organized,
validlyexisting
and
in
good
standing
as
a
corporation,
partnership
or
limited
liability
company
under
the
laws
of
the
jurisdiction
of
its
organization,
(ii)
has
all
requisitepower
and
authority
to
carry
on
its
business
as
now
conducted,
and
(iii)
is
duly
qualified
to
do
business,
and
is
in
good
standing,
in
each
jurisdiction
where
suchqualification
is
required,
except
where
a
failure
to
be
so
qualified
would
not
reasonably
be
expected
to
result
in
a
Material
Adverse
Effect.Section 4.2 Organizational Power; Authorization .
The
execution,
delivery
and
performance
by
each
Loan
Party
of
the
LoanDocuments
to
which
it
is
a
party
are
within
such
Loan
Party’s
organizational
powers
and
have
been
duly
authorized
by
all
necessary
organizational
and,
ifrequired,
shareholder,
partner
or
member
action.
This
Agreement
has
been
duly
executed
and
delivered
by
Parent
and
the
Borrower
and
constitutes,
and
each
otherLoan
Document
to
which
any
Loan
Party
is
a
party,
when
executed
and
delivered
by
such
Loan
Party,
will
constitute,
valid
and
binding
obligations
of
Parent,
theBorrower
or
such
Loan
Party
(as
the
case
may
be),
enforceable
against
it
in
accordance
with
their
respective
terms,
except
as
may
be
limited
by
applicablebankruptcy,
insolvency,
reorganization,
moratorium
or
similar
laws
affecting
the
enforcement
of
creditors’
rights
generally
and
by
general
principles
of
equity.Section 4.3 Governmental Approvals; No Conflicts .
The
execution,
delivery
and
performance
by
each
Loan
Party
of
the
LoanDocuments
to
which
it
is
a
party
(a)
do
not
require
any
consent
or
approval
of,
registration
or
filing
with,
or
any
action
by,
any
Governmental
Authority
or
anyPerson
with
respect
to
which
any
Loan
Party
or
any
of
its
Subsidiaries
has
any
Contractual
Obligation,
except
those
as
have
been
obtained
or
made
and
are
in
fullforce
and
effect
and
except
for
filings
necessary
to
perfect
or
maintain
perfection
of
the
Liens
created
under
the
Loan
Documents,
(b)
will
not
violate
anyRequirement
of
Law
applicable
to
Parent,
the
Borrower
or
any
of
their
respective
Subsidiaries
or
any
judgment,
order
or
ruling
of
any
Governmental
Authority,
(c)will
not
violate
or
result
in
a
default
under
any
Contractual
Obligation
of
Parent,
the
Borrower
or
any
of
their
respective
Subsidiaries
or
any
of
their
assets
or
giverise
to
a
right
thereunder
to
require
any
payment
to
be
made
by
Parent,
the
Borrower
or
any
of
their
respective
Subsidiaries
and
(d)
will
not
result
in
the
creation
orimposition
of
any
Lien
on
any
asset
of
Parent,
the
Borrower
or
any
of
their
respective
Subsidiaries,
except
Liens
(if
any)
created
under
the
Loan
Documents.Section 4.4 Financial Statements; Absence of Material Adverse Effect .
The
Borrower
has
furnished
to
each
Lender
(i)
the
auditedconsolidated
balance
sheet
of
Parent
and
its
Subsidiaries
as
of
December
31,
2016,
and
the
related
audited
consolidated
statements
of
income,
shareholders’
equityand
cash
flows
for
the
Fiscal
Year
then
ended,
prepared
by
PricewaterhouseCoopers
LLP
and
(ii)
the
unaudited
consolidated
balance
sheet
of
the
Parent
and
itsSubsidiaries
as
of
September
30,
2017,
and
the
related
unaudited
consolidated
statements
of
income
and
cash
flows
for
the
Fiscal
Quarter
and
year
to
date
periodthen
ended,
certified
by
a
Responsible
Officer.
Such
financial
statements
fairly
present
the
consolidated
financial
condition
of
Parent
and
its
Subsidiaries
as
of
suchdates
and
the
consolidated
results
of
operations
for
such
periods
in
conformity
with
GAAP
consistently
applied,
subject
to
year-end
audit
adjustments
and
theabsence
of
footnotes
in
the
case
of
the
statements
referred
to
in
clause
(ii).
Since
December
31,
2016,
there
have
been
no
changes
with
respect
to
Parent
and
itsSubsidiaries
which
have
had
or
would
reasonably
be
expected
to
have,
either
individually
or
in
the
aggregate,
a
Material
Adverse
Effect.Section 4.5 Litigation and Environmental Matters .(a)
No
litigation,
investigation
or
proceeding
of
or
before
any
arbitrators
or
Governmental
Authorities
is
pending
against
or,
tothe
knowledge
of
Parent
or
the
Borrower,
threatened
against
or
affecting
Parent,
the
Borrower
or
any
of
their
respective
Subsidiaries
(i)
that
wouldreasonably
be
expected
to
have,
either
individually
or
in
the
aggregate,
a
Material
Adverse
Effect
or
(ii)
which
in
any
manner
draws
into
question
thevalidity
or
enforceability
of
this
Agreement
or
any
other
Loan
Document.(b)
Except
for
the
matters
set
forth
on
Schedule
4.5
,
none
of
Parent,
the
Borrower
nor
any
of
their
respective
Subsidiaries
(i)has
failed
to
comply
with
any
Environmental
Law
or
to
obtain,
maintain
or
comply
with
any
permit,
license
or
other
approval
required
under
anyEnvironmental
Law,
(ii)
has
become
subject
to
any
Environmental
Liability,
(iii)
has
received
notice
of
any
claim
with
respect
to
any
EnvironmentalLiability
or
(iv)
knows
of
any
basis
for
any
Environmental
Liability,
in
each
case,
which
would
reasonably
be
expected
to
result
in
a
Material
AdverseEffect.Section 4.6 Compliance with Laws and Agreements .
Each
of
Parent,
the
Borrower
and
each
of
their
respective
Subsidiaries
is
incompliance
with
(a)
all
Requirements
of
Law
and
all
judgments,
decrees
and
orders
of
any
Governmental48Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Authority
and
(b)
all
indentures,
agreements,
instruments
or
other
Contractual
Obligations
binding
upon
it
or
its
properties,
except
where
non-compliance,
eitherindividually
or
in
the
aggregate,
would
not
reasonably
be
expected
to
result
in
a
Material
Adverse
Effect.Section 4.7 Investment Company Act; Other Regulatory Schemes .
None
of
Parent,
the
Borrower
nor
any
of
their
respectiveSubsidiaries
is
(a)
an
“investment
company”
or
is
“controlled”
by
an
“investment
company”,
as
such
terms
are
defined
in,
or
subject
to
regulation
under,
theInvestment
Company
Act
of
1940,
as
amended
and
in
effect
from
time
to
time,
or
(b)
otherwise
subject
to
any
other
regulatory
scheme
which
prohibits
theincurrence
of
Indebtedness.Section 4.8 Taxes .
Parent,
the
Borrower
and
their
respective
Subsidiaries
and
each
other
Person
for
whose
taxes
Parent,
the
Borroweror
any
of
their
respective
Subsidiaries
could
become
liable
have
timely
filed
or
caused
to
be
filed
all
Federal
income
tax
returns
and
all
other
material
tax
returnsthat
are
required
to
be
filed
by
them,
and
have
paid
all
taxes
shown
to
be
due
and
payable
on
such
returns
or
on
any
assessments
made
against
them
or
theirproperty
and
all
other
taxes,
fees
or
other
charges
imposed
on
it
or
any
of
its
property
by
any
Governmental
Authority,
except
where
the
same
are
currently
beingcontested
in
good
faith
by
appropriate
proceedings
and
for
which
Parent,
the
Borrower
or
such
Subsidiary,
as
the
case
may
be,
has
set
aside
on
its
books
adequatereserves
in
accordance
with
GAAP.
The
charges,
accruals
and
reserves
on
the
books
of
Parent,
the
Borrower
and
their
respective
Subsidiaries
in
respect
of
suchtaxes
are
adequate,
and
no
tax
liabilities
that
could
be
materially
in
excess
of
the
amount
so
provided
are
anticipated.Section 4.9 Margin Regulations .
None
of
the
proceeds
of
any
of
the
Loans
or
Letters
of
Credit
will
be
used,
directly
or
indirectly,
for“purchasing”
or
“carrying”
any
“margin
stock”
within
the
respective
meanings
of
each
of
such
terms
under
Regulation
U
or
for
any
purpose
that
violates
theprovisions
of
Regulation
T,
Regulation
U
or
Regulation
X.
None
of
Parent,
the
Borrower
nor
any
of
their
respective
Subsidiaries
is
engaged
principally,
or
as
oneof
its
important
activities,
in
the
business
of
extending
credit
for
the
purpose
of
purchasing
or
carrying
“margin
stock”.Section 4.10 ERISA .
Each
Plan
is
in
substantial
compliance
in
form
and
operation
with
its
terms
and
with
ERISA
and
the
Code(including,
without
limitation,
the
Code
provisions
compliance
with
which
is
necessary
for
any
intended
favorable
tax
treatment)
and
all
other
applicable
laws
andregulations.
Each
Plan
(and
each
related
trust,
if
any)
which
is
intended
to
be
qualified
under
Section
401(a)
of
the
Code
has
received
a
favorable
determinationletter
from
the
Internal
Revenue
Service
to
the
effect
that
it
meets
the
requirements
of
Sections
401(a)
and
501(a)
of
the
Code
covering
all
applicable
tax
lawchanges,
or
is
comprised
of
a
master
or
prototype
plan
that
has
received
a
favorable
opinion
letter
from
the
Internal
Revenue
Service,
and
nothing
has
occurredsince
the
date
of
such
determination
that
would
adversely
affect
such
determination
(or,
in
the
case
of
a
Plan
with
no
determination,
nothing
has
occurred
thatwould
adversely
affect
the
issuance
of
a
favorable
determination
letter
or
otherwise
adversely
affect
such
qualification).
No
ERISA
Event
has
occurred
or
isreasonably
expected
to
occur.
There
exists
no
Unfunded
Pension
Liability
with
respect
to
any
Plan.
None
of
Parent,
the
Borrower,
any
of
their
respectiveSubsidiaries
or
any
ERISA
Affiliate
is
making
or
accruing
an
obligation
to
make
contributions,
or
has,
within
any
of
the
five
calendar
years
immediately
precedingthe
date
this
assurance
is
given
or
deemed
given,
made
or
accrued
an
obligation
to
make,
contributions
to
any
Multiemployer
Plan.
There
are
no
actions,
suits
orclaims
pending
against
or
involving
a
Plan
(other
than
routine
claims
for
benefits)
or,
to
the
knowledge
of
Parent,
the
Borrower,
any
of
their
respective
Subsidiariesor
any
ERISA
Affiliate,
threatened,
which
would
reasonably
be
expected
to
be
asserted
successfully
against
any
Plan
and,
if
so
asserted
successfully,
wouldreasonably
be
expected
either
singly
or
in
the
aggregate
to
result
in
liability
to
the
Parent,
the
Borrower
or
any
of
their
respective
Subsidiaries.
Parent,
theBorrower,
each
of
their
respective
Subsidiaries
and
each
ERISA
Affiliate
have
made
all
contributions
to
or
under
each
Plan
and
Multiemployer
Plan
required
bylaw
within
the
applicable
time
limits
prescribed
thereby,
by
the
terms
of
such
Plan
or
Multiemployer
Plan,
respectively,
or
by
any
contract
or
agreement
requiringcontributions
to
a
Plan
or
Multiemployer
Plan.
No
Plan
which
is
subject
to
Section
412
of
the
Code
or
Section
302
of
ERISA
has
applied
for
or
received
anextension
of
any
amortization
period
within
the
meaning
of
Section
412
of
the
Code
or
Section
303
or
304
of
ERISA.
None
of
Parent,
the
Borrower,
any
of
theirrespective
Subsidiaries
or
any
ERISA
Affiliate
have
ceased
operations
at
a
facility
so
as
to
become
subject
to
the
provisions
of
Section
4068(a)
of
ERISA,withdrawn
as
a
substantial
employer
so
as
to
become
subject
to
the
provisions
of
Section
4063
of
ERISA
or
ceased
making
contributions
to
any
Plan
subject
toSection
4064(a)
of
ERISA
to
which
it
made
contributions.
Each
Non-U.S.
Plan
has
been
maintained
in
compliance
with
its
terms
and
with
the
requirements
of
anyand
all
applicable
laws,
statutes,
rules,
regulations
and
orders
and
has
been
maintained,
where
required,
in
good
standing
with
applicable
regulatory
authorities,except
as
would
not
reasonably
be
expected
to
result
in
liability
to
Parent,
the
Borrower
or
any
of
their
respective
Subsidiaries.
All
contributions
required
to
bemade
with
respect
to
a
Non-U.S.
Plan
have
been
timely
made.
None
of
Parent,
the
Borrower
nor
any
of
their
respective
Subsidiaries
has
incurred
any
obligation
inconnection
with
the
termination
of,
or
withdrawal
from,
any
Non-U.S.
Plan.
The
present
value
of
the
accrued
benefit
liabilities
(whether
or
not
vested)
under
eachNon-U.S.
Plan,
determined
as
of
the
end
of
the
Borrower’s
most
recently
ended
fiscal
year
on
the
basis
of
reasonable
actuarial
assumptions,
did
not
exceed
thecurrent
value
of
the
assets
of
such
Non-U.S.
Plan
allocable
to
such
benefit
liabilities.Section 4.11 Ownership of Property; Insurance .49Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(a)
Each
of
Parent,
the
Borrower
and
their
respective
Subsidiaries
has
good
title
to,
or
valid
leasehold
interests
in,
all
of
its
realand
personal
property
material
to
the
operation
of
its
business,
including
all
such
properties
reflected
in
the
most
recent
audited
consolidated
balance
sheetof
the
Borrower
referred
to
in
Section
4.4
or
purported
to
have
been
acquired
by
Parent,
the
Borrower
or
any
of
their
respective
Subsidiaries
after
saiddate
(except
as
sold
or
otherwise
disposed
of
in
the
ordinary
course
of
business),
in
each
case
free
and
clear
of
Liens
prohibited
by
this
Agreement.
Allleases
that
individually
or
in
the
aggregate
are
material
to
the
business
or
operations
of
Parent,
the
Borrower
and
their
respective
Subsidiaries
are
validand
subsisting
and
are
in
full
force.(b)
Each
of
Parent,
the
Borrower
and
their
respective
Subsidiaries
owns,
or
is
licensed
or
otherwise
has
the
right
to
use,
allpatents,
trademarks,
service
marks,
trade
names,
copyrights
and
other
intellectual
property
material
to
its
business,
and,
to
the
knowledge
of
Parent
and
itsSubsidiaries,
the
use
thereof
by
Parent,
the
Borrower
and
their
respective
Subsidiaries
does
not
infringe
in
any
material
respect
on
the
rights
of
any
otherPerson.(c)
The
properties
of
Parent,
the
Borrower
and
their
respective
Subsidiaries
are
insured
in
the
manner
required
by
thisAgreement.(d)
As
of
the
Restatement
Date,
none
of
Parent,
the
Borrower
nor
any
of
their
respective
Subsidiaries
owns
any
Real
Estateexcept
as
set
forth
on
Schedule
2
of
the
Information
and
Collateral
Disclosure
Certificate
delivered
pursuant
to
Section
3.1(b)
hereof.Section 4.12 Disclosure .
As
of
the
Restatement
Date,
each
of
Parent
and
the
Borrower
has
disclosed
to
the
Lenders
all
agreements,instruments,
and
corporate
or
other
restrictions
to
which
Parent,
the
Borrower
or
any
of
their
respective
Subsidiaries
is
subject,
and
all
other
matters
known
to
anyof
them,
that,
either
individually
or
in
the
aggregate,
would
reasonably
be
expected
to
result
in
a
Material
Adverse
Effect.
None
of
the
reports
(including,
withoutlimitation,
all
reports
that
Parent,
the
Borrower
or
any
of
their
respective
Subsidiaries
is
required
to
file
with
the
Securities
and
Exchange
Commission),
financialstatements,
certificates
or
other
information
furnished
by
or
on
behalf
of
Parent,
the
Borrower
or
any
of
their
respective
Subsidiaries
to
the
Administrative
Agent
orany
Lender
in
connection
with
the
negotiation
or
syndication
of
this
Agreement
or
any
other
Loan
Document
or
delivered
hereunder
or
thereunder
(as
modified
orsupplemented
by
any
other
information
so
furnished)
contains
any
material
misstatement
of
fact
or
omits
to
state
any
material
fact
necessary
to
make
thestatements
therein,
taken
as
a
whole
in
light
of
the
circumstances
under
which
they
were
made,
not
misleading;
provided
that,
with
respect
to
projected
financialinformation,
Parent,
the
Borrower
represents
only
that
such
information
was
prepared
in
good
faith
based
upon
assumptions
believed
to
be
reasonable
at
the
time.Section 4.13 Labor Relations .
There
are
no
strikes,
lockouts
or
other
material
labor
disputes
or
grievances
against
Parent,
theBorrower
or
any
of
their
respective
Subsidiaries,
or,
to
Parent,
the
Borrower’s
knowledge,
threatened
against
or
affecting
Parent,
the
Borrower
or
any
of
theirrespective
Subsidiaries,
and
no
significant
unfair
labor
practice
charges
or
grievances
are
pending
against
Parent,
the
Borrower
or
any
of
their
respectiveSubsidiaries,
or,
to
Parent’
or
the
Borrower’s
knowledge,
threatened
against
any
of
them
before
any
Governmental
Authority.
All
payments
due
from
the
Borroweror
any
of
its
Subsidiaries
pursuant
to
the
provisions
of
any
collective
bargaining
agreement
have
been
paid
or
accrued
as
a
liability
on
the
books
of
the
Parent,
theBorrower
or
any
such
Subsidiary,
except
where
the
failure
to
do
so
would
not
reasonably
be
expected
to
have
a
Material
Adverse
Effect.Section 4.14 Subsidiaries .(a)
Schedule
4.14
sets
forth
the
name
of,
the
ownership
interest
of
the
applicable
Loan
Party
in,
the
jurisdiction
ofincorporation
or
organization
of,
and
the
type
of
each
Subsidiary
of
any
Loan
Party
and
identifies
each
Subsidiary
that
is
a
Subsidiary
Loan
Party,
in
eachcase
as
of
the
Restatement
Date.(b)
Parent
has
no
direct
Subsidiaries
other
than
the
Borrower.Section 4.15 Solvency .
After
giving
effect
to
the
execution
and
delivery
of
the
Loan
Documents,
the
making
of
any
Loan
under
thisAgreement
and
the
consummation
of
the
other
transactions
contemplated
hereby,
Parent
and
its
Subsidiaries
on
a
consolidated
basis
are
Solvent.Section 4.16 Deposit and Disbursement Accounts .
Schedule
4.16
lists
all
banks
and
other
financial
institutions
at
which
any
LoanParty
maintains
deposit
accounts,
lockbox
accounts,
disbursement
accounts,
investment
accounts
or
other
similar
accounts
as
of
the
Restatement
Date,
and
suchSchedule
correctly
identifies
the
name,
address
and
telephone
number
of
each
financial
institution,
the
name
in
which
the
account
is
held,
the
type
of
the
account,and
the
complete
account
number
therefor.Section 4.17 Collateral Documents .50Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(a)
The
Guaranty
and
Security
Agreement
and
each
other
Collateral
Document
is
effective
to
create
in
favor
of
theAdministrative
Agent
for
the
ratable
benefit
of
the
Secured
Parties
a
legal,
valid
and
enforceable
security
interest
in
the
Collateral
(as
defined
therein),
andwhen
UCC
financing
statements
in
appropriate
form
are
filed
in
the
offices
specified
on
Schedule
3
to
the
Guaranty
and
Security
Agreement,
theGuaranty
and
Security
Agreement
shall
constitute
a
fully
perfected
Lien
(to
the
extent
that
such
Lien
may
be
perfected
by
the
filing
of
a
UCC
financingstatement)
on,
and
security
interest
in,
all
right,
title
and
interest
of
the
grantors
thereunder
in
such
Collateral,
in
each
case
prior
and
superior
in
right
toany
other
Person,
other
than
with
respect
to
Liens
expressly
permitted
by
Section
7.2
.
When
the
certificates
evidencing
all
Capital
Stock
pledgedpursuant
to
the
Collateral
Documents
are
delivered
to
the
Administrative
Agent,
together
with
appropriate
stock
powers
or
other
similar
instruments
oftransfer
duly
executed
in
blank,
the
Liens
in
such
Capital
Stock
shall
be
fully
perfected
first
priority
security
interests,
perfected
by
“control”
as
defined
inthe
UCC.(b)
When
the
filings
in
subsection
(a)
of
this
Section
are
made
and
when,
if
applicable,
the
Patent
Security
Agreements
and
theTrademark
Security
Agreements
are
filed
in
the
United
States
Patent
and
Trademark
Office
and
the
Copyright
Security
Agreements
are
filed
in
the
UnitedStates
Copyright
Office,
the
Guaranty
and
Security
Agreement
shall
constitute
a
fully
perfected
Lien
on,
and
security
interest
in,
all
right,
title
and
interestof
the
Loan
Parties
in
the
Patents,
Trademarks
and
Copyrights,
if
any,
in
which
a
security
interest
may
be
perfected
by
filing,
recording
or
registering
asecurity
agreement,
financing
statement
or
analogous
document
in
the
United
States
Patent
and
Trademark
Office
or
the
United
States
Copyright
Office,as
applicable,
in
each
case
prior
and
superior
in
right
to
any
other
Person.Section 4.18 Sanctions and Anti-Corruption Laws .(a)
None
of
the
Parent,
the
Borrower,
or
any
of
their
respective
Subsidiaries
or
any
of
their
respective
directors,
officers,employees,
or
agents
is
a
Sanctioned
Person.(b)
The
Parent,
its
Subsidiaries,
and
their
respective
directors,
officers
and
employees
and,
to
the
knowledge
of
the
Borrower,the
agents
of
the
Parent
and
its
Subsidiaries,
are
in
compliance
with
applicable
Anti-Corruption
Laws
and
applicable
Sanctions.
The
Parent
and
itsSubsidiaries
have
instituted
and
maintain
policies
and
procedures
designed
to
ensure
continued
compliance
in
all
material
respects
therewith.Section 4.19 EEA Financial Institutions .
No
Loan
Party
is
an
EEA
Financial
Institution.ARTICLE VAFFIRMATIVE COVENANTSParent
and
the
Borrower
covenant
and
agree
that
so
long
as
any
Lender
has
a
Commitment
hereunder
or
any
Obligation
remains
unpaid
oroutstanding:Section 5.1 Financial Statements and Other Information .
Parent
and
the
Borrower
will
deliver
to
the
Administrative
Agent
andeach
Lender:(a)
as
soon
as
available
and
in
any
event
within
90
days
after
the
end
of
each
Fiscal
Year
of
Parent,
a
copy
of
the
annualaudited
report
for
such
Fiscal
Year
for
Parent
and
its
Subsidiaries,
containing
a
consolidated
balance
sheet
of
Parent
and
its
Subsidiaries
as
of
the
end
ofsuch
Fiscal
Year
and
the
related
consolidated
statements
of
income,
stockholders’
equity
and
cash
flows
(together
with
all
footnotes
thereto)
of
Parent
andits
Subsidiaries
for
such
Fiscal
Year,
setting
forth
in
each
case
in
comparative
form
the
figures
for
the
previous
Fiscal
Year,
all
in
reasonable
detail
andreported
on
by
PricewaterhouseCoopers
LLP
or,
if
such
auditors
are
no
longer
used
by
Parent,
from
independent
public
accountants
of
nationallyrecognized
standing
(without
a
“going
concern”
or
like
qualification,
exception
or
explanation
and
without
any
qualification
or
exception
as
to
the
scopeof
such
audit)
to
the
effect
that
such
financial
statements
present
fairly
in
all
material
respects
the
financial
condition
and
the
results
of
operations
ofParent
and
its
Subsidiaries
for
such
Fiscal
Year
on
a
consolidated
basis
in
accordance
with
GAAP
and
that
the
examination
by
such
accountants
inconnection
with
such
consolidated
financial
statements
has
been
made
in
accordance
with
generally
accepted
auditing
standards;(b)
as
soon
as
available
and
in
any
event
within
45
days
after
the
end
of
each
Fiscal
Quarter
of
Parent
ending
on
or
aboutMarch
31,
June
30,
and
September
30,
an
unaudited
consolidated
balance
sheet
of
Parent
and
its
Subsidiaries
as
of
the
end
of
such
Fiscal
Quarter
and
therelated
unaudited
consolidated
statements
of
income
and
cash
flows
of
Parent
and
its
Subsidiaries
for
such
Fiscal
Quarter
and
the
then
elapsed
portion
ofsuch
Fiscal
Year,
setting
forth
in
each
case
in
comparative
form
the
figures
for
the
corresponding
Fiscal
Quarter
and
the
corresponding
portion
of
Parent’51Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.or
the
Borrower’s,
as
applicable,
previous
Fiscal
Year
and
the
corresponding
figures
for
the
budget
for
the
current
Fiscal
Year,
and
together
with
amanagement
discussion
and
analysis
with
respect
thereto;(c)
concurrently
with
the
delivery
of
the
financial
statements
referred
to
in
subsections
(a)
and
(b)
of
this
Section,
aCompliance
Certificate
signed
by
the
principal
executive
officer
or
a
Financial
Officer
of
Parent
(i)
certifying
as
to
whether
there
exists
a
Default
or
Eventof
Default
on
the
date
of
such
certificate
and,
if
a
Default
or
an
Event
of
Default
then
exists,
specifying
the
details
thereof
and
the
action
which
Parent
andits
Subsidiaries
have
taken
or
propose
to
take
with
respect
thereto,
(ii)
setting
forth
in
reasonable
detail
calculations
demonstrating
compliance
with
thefinancial
covenant
set
forth
in
Article
VI
,
(iii)
specifying
any
change
in
the
identity
of
the
Subsidiaries
as
of
the
end
of
such
Fiscal
Year
or
Fiscal
Quarterfrom
the
Subsidiaries
identified
to
the
Lenders
on
the
Restatement
Date
or
as
of
the
most
recent
Fiscal
Year
or
Fiscal
Quarter,
as
the
case
may
be,
and
(iv)stating
whether
any
change
in
GAAP
or
the
application
thereof
has
occurred
since
the
date
of
the
mostly
recently
delivered
audited
financial
statements
ofParent
and
its
Subsidiaries,
and,
if
any
change
has
occurred,
specifying
the
effect
of
such
change
on
the
financial
statements
accompanying
suchCompliance
Certificate;(d)
as
soon
as
available
and
in
any
event
within
60
days
after
the
end
of
the
calendar
year,
forecasts
and
a
pro
forma
budget
forthe
succeeding
Fiscal
Year,
containing
an
income
statement,
balance
sheet
and
statement
of
cash
flow;
and(e)
promptly
following
any
request
therefor,
such
other
information
regarding
the
results
of
operations,
business
affairs
andfinancial
condition
of
the
Borrower
or
any
of
its
Subsidiaries
as
the
Administrative
Agent
or
any
Lender
may
reasonably
request.Information
required
to
be
delivered
solely
pursuant
to
Section
5.1(a)
and
Section
5.1(b)
shall
be
deemed
to
have
been
delivered
if
suchinformation
shall
have
been
timely
posted
on
Parent’s
website
on
the
internet
(currently
www.lendingtree.com)
or
shall
be
available
on
the
website
of
theSecurities
and
Exchange
Commission
at
http://www.sec.gov.Section 5.2 Notices of Material Events .
Parent
and
the
Borrower
will
furnish
to
the
Administrative
Agent
and
each
Lender
promptwritten
notice
of
the
following:(a)
the
occurrence
of
any
Default
or
Event
of
Default;(b)
the
filing
or
commencement
of,
or
any
material
development
in,
any
action,
suit
or
proceeding
by
or
before
any
arbitratoror
Governmental
Authority
against
or,
to
the
knowledge
of
Parent
or
the
Borrower,
affecting
Parent
or
the
Borrower
or
any
of
their
respectiveSubsidiaries
which
would
reasonably
be
expected
to
result
in
a
Material
Adverse
Effect;(c)
the
occurrence
of
any
event
or
any
other
development
by
which
Parent
or
any
of
its
Subsidiaries
(i)
fails
to
comply
withany
Environmental
Law
or
to
obtain,
maintain
or
comply
with
any
permit,
license
or
other
approval
required
under
any
Environmental
Law,
(ii)
becomessubject
to
any
Environmental
Liability,
(iii)
receives
notice
of
any
claim
with
respect
to
any
Environmental
Liability,
or
(iv)
becomes
aware
of
any
basisfor
any
Environmental
Liability,
in
each
case
which,
either
individually
or
in
the
aggregate,
would
reasonably
be
expected
to
result
in
a
Material
AdverseEffect;(d)
promptly
and
in
any
event
within
15
days
after
(i)
Parent,
any
of
its
Subsidiaries
or
any
ERISA
Affiliate
knows
or
hasreason
to
know
that
any
ERISA
Event
has
occurred,
a
certificate
of
the
chief
financial
officer
of
Parent
describing
such
ERISA
Event
and
the
action,
ifany,
proposed
to
be
taken
with
respect
to
such
ERISA
Event
and
a
copy
of
any
notice
filed
with
the
PBGC
or
the
IRS
pertaining
to
such
ERISA
Event
andany
notices
received
by
Parent,
such
Subsidiary
or
such
ERISA
Affiliate
from
the
PBGC
or
any
other
governmental
agency
with
respect
thereto,
and
(ii)becoming
aware
(1)
that
there
has
been
an
increase
in
Unfunded
Pension
Liabilities
(not
taking
into
account
Plans
with
negative
Unfunded
PensionLiabilities)
since
the
date
the
representations
hereunder
are
given
or
deemed
given,
or
from
any
prior
notice,
as
applicable,
(2)
of
the
existence
of
anyWithdrawal
Liability,
(3)
of
the
adoption
of,
or
the
commencement
of
contributions
to,
any
Plan
subject
to
Section
412
of
the
Code
by
Parent,
any
of
itsSubsidiaries
or
any
ERISA
Affiliate,
or
(4)
of
the
adoption
of
any
amendment
to
a
Plan
subject
to
Section
412
of
the
Code
which
results
in
a
materialincrease
in
contribution
obligations
of
Parent,
any
of
its
Subsidiaries
or
any
ERISA
Affiliate,
a
detailed
written
description
thereof
from
the
chief
financialofficer
of
Parent;(e)
the
receipt
by
Parent
or
any
of
its
Subsidiaries
of
any
written
notice
of
an
alleged
event
of
default
with
respect
to
anyMaterial
Indebtedness
of
Parent
or
any
of
its
Subsidiaries;
and52Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(f)
any
other
development
that
results
in,
or
would
reasonably
be
expected
to
result
in,
a
Material
Adverse
Effect.Parent
and
the
Borrower
will
furnish
to
the
Administrative
Agent
and
each
Lender
the
following:(x)



promptly
and
in
any
event
at
least
30
days
prior
thereto
(or
such
shorter
period
of
time
as
the
Administrative
Agent
may
agree
in
writing),notice
of
any
change
(i)
in
any
Loan
Party’s
legal
name,
(ii)
in
any
Loan
Party’s
chief
executive
office
or
its
principal
place
of
business,
(iii)
in
any
Loan
Party’sidentity
or
legal
structure,
(iv)
in
any
Loan
Party’s
federal
taxpayer
identification
number
or
organizational
number
or
(v)
in
any
Loan
Party’s
jurisdiction
oforganization;
and(y)



as
soon
as
available
and
in
any
event
within
30
days
after
receipt
thereof,
a
copy
of
any
environmental
report
or
site
assessment
obtained
byor
for
Parent
or
any
of
its
Subsidiaries
after
the
Restatement
Date
on
any
Real
Estate.Each
notice
or
other
document
delivered
under
this
Section
shall
be
accompanied
by
a
written
statement
of
a
Responsible
Officer
setting
forththe
details
of
the
event
or
development
requiring
such
notice
or
other
document
and
any
action
taken
or
proposed
to
be
taken
with
respect
thereto.Section 5.3 Existence; Conduct of Business .
Parent
and
the
Borrower
will,
and
will
cause
each
of
the
other
Loan
Parties
to,
do
orcause
to
be
done
all
things
necessary
to
preserve,
renew
and
maintain
in
full
force
and
effect
its
legal
existence
and
its
respective
rights,
licenses,
permits,privileges,
franchises,
patents,
copyrights,
trademarks
and
trade
names
material
to
the
conduct
of
its
business;
provided
that
nothing
in
this
Section
shall
prohibitany
merger,
consolidation,
liquidation
or
dissolution
permitted
under
Section
7.3
.Section 5.4 Compliance with Laws .
Parent
and
the
Borrower
will,
and
will
cause
each
of
their
respective
Subsidiaries
to,
comply
withall
laws,
rules,
regulations
and
requirements
of
any
Governmental
Authority
applicable
to
its
business
and
properties,
including,
without
limitation,
allEnvironmental
Laws,
ERISA
and
OSHA,
except
where
the
failure
to
do
so,
either
individually
or
in
the
aggregate,
would
not
reasonably
be
expected
to
result
in
aMaterial
Adverse
Effect.
The
Borrower
will
maintain
in
effect
and
enforce
policies
and
procedures
designed
to
promote
and
achieve
compliance
by
the
Borrower,its
Subsidiaries
and
their
respective
directors,
officers,
employees
and
agents
with
applicable
Anti-Corruption
Laws
and
applicable
Sanctions.Section 5.5 Payment of Obligations .
Parent
and
the
Borrower
will,
and
will
cause
each
of
their
respective
Subsidiaries
to,
pay
anddischarge
at
or
before
maturity
all
of
its
obligations
and
liabilities
(including,
without
limitation,
all
taxes,
assessments
and
other
governmental
charges,
levies
andall
other
claims
that
could
result
in
a
statutory
Lien)
before
the
same
shall
become
delinquent
or
in
default,
except
where
(a)
the
validity
or
amount
thereof
is
beingcontested
in
good
faith
by
appropriate
proceedings,
(b)
Parent,
the
Borrower
or
such
Subsidiary
has
set
aside
on
its
books
adequate
reserves
with
respect
thereto
inaccordance
with
GAAP
and
(c)
the
failure
to
make
payment
pending
such
contest
would
not
reasonably
be
expected
to
result
in
a
Material
Adverse
Effect.Section 5.6 Books and Records .
Parent
and
the
Borrower
will,
and
will
cause
each
of
their
respective
Subsidiaries
to,
keep
properbooks
of
record
and
account
in
which
full,
true
and
correct
(in
all
material
respects)
entries
shall
be
made
of
all
dealings
and
transactions
in
relation
to
its
businessand
activities
to
the
extent
necessary
to
prepare
the
consolidated
financial
statements
of
Parent
in
conformity
with
GAAP,
subject
to
footnotes
and
normal
year-endadjustments.Section 5.7 Visitation and Inspection .
Each
of
Parent
and
the
Borrower
will,
and
will
cause
each
of
its
respective
Subsidiaries
to,permit
any
representative
of
the
Administrative
Agent
or
any
Lender
to
visit
and
inspect
its
properties,
to
examine
its
books
and
records
and
to
make
copies
andtake
extracts
therefrom,
and
to
discuss
its
affairs,
finances
and
accounts
with
any
of
its
officers
and
with
its
independent
certified
public
accountants,
all
at
suchreasonable
times
and
as
often
as
the
Administrative
Agent
or
any
Lender
may
reasonably
request
after
reasonable
prior
notice
to
Parent
and
the
Borrower;
providedthat
(a)
if
an
Event
of
Default
has
occurred
and
is
continuing,
no
prior
notice
shall
be
required
(b)
if
no
Event
of
Default
has
occurred
and
is
continuing,
the
LoanParties
shall
only
reimburse
the
Administrative
Agent
and
the
Lenders
for
one
such
visit
per
Fiscal
Year.Section 5.8 Maintenance of Properties; Insurance .
Each
of
Parent
and
the
Borrower
will,
and
will
cause
each
of
the
other
LoanParties
to,
(a)
keep
and
maintain
all
property
material
to
the
conduct
of
its
business
in
good
working
order
and
condition,
ordinary
wear
and
tear
excepted,
(b)maintain
with
financially
sound
and
reputable
insurance
companies
which
are
not
Affiliates
of
Parent
or
the
Borrower
(i)
insurance
with
respect
to
its
propertiesand
business,
and
the
properties
and
business
of
its
Subsidiaries,
against
loss
or
damage
of
the
kinds
customarily
insured
against
by
companies
in
the
same
orsimilar
businesses
operating
in
the
same
or
similar
locations
and
(ii)
all
insurance
required
to
be
maintained
pursuant
to
the
Collateral
Documents,
and
will,
uponrequest
of
the
Administrative
Agent,
furnish
to
each
Lender
at
reasonable
intervals
a
certificate
of
a
Responsible
Officer
setting
forth
the
nature
and
extent
of
allinsurance
maintained
by
Parent,
the
Borrower
and
the
other
Loan
Parties
in
accordance
with
this
Section,
and
(c)
at
all
times
shall
name
the
Administrative
Agentas
additional
insured
on
all
liability
policies53Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.of
Parent,
the
Borrower
and
the
other
Loan
Parties
and
as
loss
payee
(pursuant
to
a
loss
payee
endorsement
approved
by
the
Administrative
Agent)
on
all
casualtyand
property
insurance
policies
of
Parent,
the
Borrower
and
the
other
Loan
Parties.
It
is
hereby
acknowledged
that
the
insurance
maintained
by
Parent
and
itsSubsidiaries
as
of
the
Restatement
Date
complies
with
the
provisions
of
this
Section
5.8
.Section 5.9 Use of Proceeds; Margin Regulations .(a)
On
and
after
the
Restatement
Date,
the
Borrower
will
use
the
proceeds
of
the
Loans
to
finance
working
capital
needs,including,
without
limitation,
Permitted
Acquisitions
and
other
growth
initiatives,
capital
expenditures,
and
for
other
general
corporate
purposes
of
theBorrower
and
its
Subsidiaries.
All
Letters
of
Credit
will
be
used
for
general
corporate
purposes.(b)
No
part
of
the
proceeds
of
any
Loan
will
be
used,
whether
directly
or
indirectly,
for
any
purpose
that
would
violate
anyrule
or
regulation
of
the
Board
of
Governors
of
the
Federal
Reserve
System,
including
Regulation
T,
Regulation
U
or
Regulation
X.Section 5.10 Casualty and Condemnation .
Parent
and
the
Borrower
will
furnish
to
the
Administrative
Agent
and
the
Lenders
promptwritten
notice
of
any
casualty
or
other
insured
damage
to
any
material
portion
of
any
Collateral
or
the
commencement
of
any
action
or
preceding
for
the
taking
ofany
material
portion
of
any
Collateral
or
any
part
thereof
or
interest
therein
under
power
of
eminent
domain
or
by
condemnation
or
similar
proceeding.Section 5.11 Cash Management .
Parent
and
the
Borrower
shall,
and
shall
cause
the
Subsidiary
Loan
Parties
to:(a)
maintain
its
primary
cash
management
and
treasury
business
with
SunTrust
Bank
or
a
Permitted
Third
Party
Bank,including,
without
limitation,
all
deposit
accounts,
disbursement
accounts,
investment
accounts
and
lockbox
accounts
(other
than
Excluded
Accounts)(each
such
deposit
account,
disbursement
account,
investment
account
and
lockbox
account,
a
“
Controlled
Account
”);
each
Controlled
Account
shall
bea
cash
collateral
account,
with
all
cash,
checks
and
other
similar
items
of
payment
in
such
account
securing
payment
of
the
Obligations,
and
in
which
theBorrower
and
each
Subsidiary
Loan
Party
shall
have
granted
a
first
priority
Lien
to
the
Administrative
Agent,
on
behalf
of
the
Secured
Parties,
perfectedeither
automatically
under
the
UCC
(with
respect
to
Controlled
Accounts
at
SunTrust
Bank)
or
subject
to
Account
Control
Agreements;
and(b)
at
any
time
after
the
occurrence
and
during
the
continuance
of
an
Event
of
Default,
at
the
request
of
the
Required
Lenders,each
of
Parent
and
the
Borrower
will,
and
will
cause
each
other
Loan
Party
to,
cause
all
payments
constituting
proceeds
of
accounts
or
other
Collateral
tobe
directed
into
lockbox
accounts
under
agreements
in
form
and
substance
reasonably
satisfactory
to
the
Administrative
Agent.Section 5.12 Additional Subsidiaries and Collateral .(a)
In
the
event
that,
subsequent
to
the
Restatement
Date,
any
Person
becomes
a
Domestic
Subsidiary
of
Parent
that
is
aMaterial
Subsidiary,
whether
pursuant
to
formation,
acquisition
or
otherwise,
(x)
Parent
shall
promptly
notify
the
Administrative
Agent
and
the
Lendersthereof
and
(y)
within
30
days
(or
such
longer
period
as
the
Administrative
Agent
shall
permit
in
writing
in
its
sole
discretion)
after
such
Person
becomesa
Domestic
Subsidiary,
Parent
shall:(i)
cause
such
Domestic
Subsidiary
to:(A)
become
a
new
Guarantor
and
to
grant
Liens
in
favor
of
the
Administrative
Agent
in
all
of
its
personalproperty
by
executing
and
delivering
to
the
Administrative
Agent
a
supplement
to
the
Guaranty
and
Security
Agreement
in
form
and
substancereasonably
satisfactory
to
the
Administrative
Agent;(B)
execute,
file
with
the
United
States
Patent
and
Trademark
Office
and
the
United
States
Copyright
Office(as
applicable),
and
deliver
a
copy
thereof
to
the
Administrative
Agent
and
its
counsel
(together
with
a
confirmation
of
such
filing)
anyapplicable
Copyright
Security
Agreement,
Patent
Security
Agreement,
and
Trademark
Security
Agreement;(C)
execute
and
deliver
any
Account
Control
Agreements
(or
amendments
or
supplements
to
any
existingAccount
Control
Agreements)
required
by
Section
5.11
;54Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(D)
authorize
and
deliver,
at
the
request
of
the
Administrative
Agent,
such
UCC
financing
statements
orsimilar
instruments
reasonably
required
by
the
Administrative
Agent
to
perfect
the
Liens
in
favor
of
the
Administrative
Agent
and
granted
underany
of
the
Loan
Documents;
and(E)
deliver
all
such
other
documentation
(including,
without
limitation,
certified
organizational
documents,resolutions,
lien
searches,
title
insurance
policies,
surveys,
environmental
reports
and
legal
opinions)
and
to
take
all
such
other
actions
as
suchDomestic
Subsidiary
would
have
been
required
to
deliver
and
take
pursuant
to
Section
3.1
if
such
Domestic
Subsidiary
had
been
a
Loan
Party
onthe
Restatement
Date;
and(ii)
cause
the
applicable
Loan
Party
to:(A)
pledge
all
of
the
Capital
Stock
of
such
Domestic
Subsidiary
to
the
Administrative
Agent
as
security
forthe
Obligations
by
executing
and
delivering
a
supplement
to
the
Guaranty
and
Security
Agreement
in
form
and
substance
reasonably
satisfactoryto
the
Administrative
Agent;
and(B)
deliver
the
original
certificates
evidencing
such
pledged
Capital
Stock
to
the
Administrative
Agent,together
with
appropriate
powers
executed
in
blank.(b)
In
the
event
that,
subsequent
to
the
Restatement
Date,
any
Person
becomes
a
Foreign
Subsidiary
which
is
a
MaterialSubsidiary
owned
directly
by
any
Loan
Party,
whether
pursuant
to
formation,
acquisition
or
otherwise,
(x)
Parent
shall
promptly
notify
the
AdministrativeAgent
and
the
Lenders
thereof
and
(y)
within
60
days
(or
such
longer
period
as
the
Administrative
Agent
shall
permit
in
writing
in
its
sole
discretion)after
such
Person
becomes
a
Foreign
Subsidiary,
Parent
and
the
Borrower
shall,
or
shall
cause
the
applicable
Loan
Party
to:(i)
pledge
all
of
the
Capital
Stock
of
such
Foreign
Subsidiary
(or,
if
the
pledge
of
all
of
the
voting
Capital
Stock
ofsuch
Foreign
Subsidiary
would
result
in
materially
adverse
tax
consequences,
then
such
pledge
shall
be
limited
to
the
lesser
of
(A)
100%
of
theissued
and
outstanding
voting
and
non-voting
Capital
Stock
of
such
Foreign
Subsidiary
owned
by
such
Loan
Party
and
(B)
66%
of
the
issuedand
outstanding
voting
Capital
Stock
and
100%
of
the
issued
and
outstanding
non-voting
Capital
Stock
of
such
Foreign
Subsidiary,
asapplicable)
to
the
Administrative
Agent
as
security
for
the
Obligations
pursuant
to
a
pledge
agreement
in
form
and
substance
reasonablysatisfactory
to
the
Administrative
Agent;(ii)
deliver
the
original
certificates
evidencing
such
pledged
Capital
Stock
to
the
Administrative
Agent,
together
withappropriate
powers
executed
in
blank;
and(iii)
deliver
all
such
other
documentation
(including,
without
limitation,
certified
organizational
documents,resolutions,
lien
searches
and
legal
opinions)
and
to
take
all
such
other
actions
as
the
Administrative
Agent
may
reasonably
request.(c)
With
respect
to
any
Collateral
acquired
at
any
time
after
the
Restatement
Date
by
any
Loan
Party
(other
than
any
propertydescribed
in
paragraphs
(a)
or
(b)
above),
each
of
Parent
and
the
Borrower
agrees
that,
within
30
days
(or
such
longer
period
as
the
Administrative
Agentshall
permit
in
writing
in
its
sole
discretion),
it
shall
cause
the
applicable
Loan
Party
to
take
all
actions
reasonably
necessary
or
advisable
to
grant
to
theAdministrative
Agent,
for
the
benefit
of
the
Secured
Parties,
a
perfected
first
priority
security
interest
in
such
Collateral,
including,
without
limitation,
thefollowing:(i)
execute,
file
with
the
United
States
Patent
and
Trademark
Office
and
the
United
States
Copyright
Office
(asapplicable),
and
deliver
a
copy
thereof
to
the
Administrative
Agent
and
its
counsel
(together
with
a
confirmation
of
such
filing)
any
applicableCopyright
Security
Agreement,
Patent
Security
Agreement,
and
Trademark
Security
Agreement;
and(ii)
execute
and
deliver
any
Account
Control
Agreements
(or
amendments
or
supplements
to
any
existing
AccountControl
Agreements)
required
by
Section
5.11
.(d)
Each
of
Parent
and
the
Borrower
agrees
that,
following
the
delivery
of
any
Collateral
Documents
required
to
be
executedand
delivered
by
this
Section,
the
Administrative
Agent
shall
have
a
valid
and
enforceable,
first
priority
perfected
Lien
on
the
property
required
to
bepledged
pursuant
to
this
Section
(to
the
extent
that
such
Lien
can
be
perfected
by
execution,
delivery
and/or
recording
of
the
Collateral
Documents
orUCC
financing
statements,
or
possession
of
such
Collateral),
free
and
clear
of
all
Liens
other
than
Liens
expressly
permitted
by
Section55Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.7.2
.
All
actions
to
be
taken
pursuant
to
this
Section
shall
be
at
the
expense
of
the
Loan
Parties,
and
shall
be
taken
to
the
reasonable
satisfaction
of
theAdministrative
Agent.Section 5.13 Leased Locations .
To
the
extent
otherwise
permitted
hereunder,
if
Parent,
the
Borrower
or
any
Subsidiary
Loan
Partyproposes
to
lease
any
Real
Estate
that
is
a
headquarters
location
or
is
the
primary
location
where
material
books
or
records
will
be
stored,
it
shall
first
provide
tothe
Administrative
Agent
a
Collateral
Access
Agreement
from
the
landlord
of
such
leased
property;
provided
,
that
if
the
Borrower
is
unable
to
deliver
suchCollateral
Access
Agreement
after
using
its
commercially
reasonable
efforts
to
do
so,
the
Administrative
Agent
shall
waive
the
foregoing
requirement.Section 5.14 Further Assurances .
Parent
and
the
Borrower
will,
and
will
cause
each
Subsidiary
Loan
Party
to,
execute
any
and
allfurther
documents,
financing
statements,
agreements
and
instruments,
and
take
all
such
further
actions
(including
the
filing
and
recording
of
financing
statementsand
other
documents),
which
may
be
required
under
any
applicable
law,
or
which
the
Administrative
Agent
or
the
Required
Lenders
may
reasonably
request,
toeffectuate
the
transactions
contemplated
by
the
Loan
Documents
or
to
grant,
preserve,
protect
or
perfect
the
Liens
created
by
the
Collateral
Documents
or
thevalidity
or
priority
of
any
such
Lien,
all
at
the
expense
of
the
Loan
Parties.
Parent
and
the
Borrower
also
agree
to
provide
to
the
Administrative
Agent,
from
time
totime
upon
request,
evidence
reasonably
satisfactory
to
the
Administrative
Agent
as
to
the
perfection
and
priority
of
the
Liens
created
or
intended
to
be
created
bythe
Collateral
Documents.ARTICLE VIFINANCIAL COVENANTParent
and
the
Borrower
covenant
and
agree
that,
so
long
as
any
Lender
has
a
Commitment
hereunder
or
any
Obligation
remains
unpaid
oroutstanding,
Parent
and
the
Borrower
shall
not
permit
the
Consolidated
Total
Net
Leverage
Ratio
as
of
the
end
of
any
Fiscal
Quarter
to
be
greater
than
the
ratio
setforth
below
opposite
such
Fiscal
Quarter:Fiscal QuarterConsolidated Total Net Leverage RatioDecember
31,
2017,
through
and
including
March
31,20194.50
to
1.00June
30,
2019,
through
and
including
September
30,20204.25
to
1.00December
31,
2020,
and
thereafter4.00
to
1.00provided
that
the
Parent
and
the
Borrower
may
permit
the
Consolidated
Total
Net
Leverage
Ratio
during
each
of
the
four
Fiscal
Quarters
ending
after
theconsummation
of
any
Material
Acquisition
to
be
0.50
greater
than
the
otherwise
applicable
level.ARTICLE VIINEGATIVE COVENANTSParent
and
the
Borrower
covenant
and
agree
that
so
long
as
any
Lender
has
a
Commitment
hereunder
or
any
Obligation
remains
outstanding:Section 7.1 Indebtedness and Disqualified Capital Stock .
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
theirrespective
Subsidiaries
to,
create,
incur,
assume
or
suffer
to
exist
any
Indebtedness,
except:
 (a)
Indebtedness
created
pursuant
to
the
Loan
Documents;(b)
Indebtedness
of
Parent
and
its
Subsidiaries
existing
on
the
date
hereof
and
set
forth
on
Schedule
7.1
and
extensions,renewals
and
replacements
of
any
such
Indebtedness
that
do
not
increase
the
outstanding
principal
amount
thereof
(immediately
prior
to
giving
effect
tosuch
extension,
renewal
or
replacement)
or
shorten
the
maturity
or
the
weighted
average
life
thereof;(c)
Indebtedness
of
Parent
or
any
of
its
Subsidiaries
incurred
to
finance
the
acquisition,
construction
or
improvement
of
anyfixed
or
capital
assets,
including
Capital
Lease
Obligations,
and
any
Indebtedness
assumed
in
connection
with
the
acquisition
of
any
such
assets
orsecured
by
a
Lien
on
any
such
assets
prior
to
the
acquisition
thereof
(
provided
that
such
Indebtedness
is
incurred
prior
to
or
within
180
days
after
suchacquisition
or
the
completion
of
such
construction
or
improvements),
and
extensions,
renewals
or
replacements
of
any
such
Indebtedness
that
do
notincrease
the
outstanding
principal
amount
thereof
(immediately
prior
to
giving
effect
to
such
extension,
renewal56Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.or
replacement)
or
shorten
the
maturity
or
the
weighted
average
life
thereof;
provided
that,
(i)
at
the
time
of
the
incurrence
thereof,
no
Event
of
Defaulthas
occurred
and
is
continuing,
(ii)
after
giving
effect
to
such
incurrence,
Parent
is
in
compliance
with
the
financial
covenant
set
forth
in
Article
VI
,calculated
on
a
Pro
Forma
Basis
as
of
the
last
day
of
the
most
recently
ended
Fiscal
Quarter
for
which
financial
statements
are
required
to
have
beendelivered
pursuant
to
Section
5.1(a)
or
(b)
,
and
(iii)
the
aggregate
outstanding
principal
amount
of
Indebtedness
incurred
pursuant
to
this
clause
(c)
doesnot
exceed
the
greater
of
(A)
$6,500,000
and
(B)
5%
of
Consolidated
EBITDA
for
the
most
recently
ended
four
Fiscal
Quarter
period
for
which
financialstatements
are
required
to
have
been
delivered
pursuant
to
Section
5.1(a)
or
(b)
;(d)
Indebtedness
of
Parent
owing
to
any
Subsidiary
of
Parent
and
of
any
Subsidiary
of
Parent
owing
to
Parent
or
any
otherSubsidiary
of
Parent;
provided
that
any
such
Indebtedness
that
is
owed
by
a
Subsidiary
of
Parent
that
is
not
a
Subsidiary
Loan
Party
shall
be
subject
toSection
7.4
;(e)
Guarantees
by
Parent
of
Indebtedness
of
any
Subsidiary
of
Parent
and
by
any
Subsidiary
of
Parent
of
Indebtedness
ofParent
or
any
other
Subsidiary
of
Parent;
provided
that
Guarantees
by
any
Loan
Party
of
Indebtedness
of
any
Subsidiary
of
Parent
that
is
not
a
SubsidiaryLoan
Party
shall
be
subject
to
Section
7.4
;(f)
Indebtedness
of
any
Person
which
becomes
a
Subsidiary
of
Parent
after
the
date
of
this
Agreement;
provided
that
(i)
suchIndebtedness
exists
at
the
time
that
such
Person
becomes
a
Subsidiary
of
Parent
and
is
not
created
in
contemplation
of
or
in
connection
with
such
Personbecoming
a
Subsidiary
of
Parent
and
(ii)
the
aggregate
outstanding
principal
amount
of
such
Indebtedness
permitted
under
this
clause
(f)
shall
not
exceedthe
greater
of
(A)
$6,500,000
and
(B)
5%
of
Consolidated
EBITDA
for
the
most
recently
ended
four
Fiscal
Quarter
period
for
which
financial
statementsare
required
to
have
been
delivered
pursuant
to
Section
5.1(a)
or
(b)
.(g)
Hedging
Obligations
permitted
by
Section
7.10
;(h)
Indebtedness
consisting
of
the
financing
of
insurance
premiums
incurred
in
the
ordinary
course
of
business;(i)
Indebtedness
representing
deferred
compensation
to
employees
incurred
in
the
ordinary
course
of
business;(j)
(i)
earnout
obligations
or
similar
deferred
or
contingent
purchase
price
obligations
constituting
Indebtedness
or
(ii)Indebtedness
consisting
of
any
indemnification
obligation
arising
in
connection
with
any
investment
by
Parent
or
any
of
its
Subsidiaries;(k)
Indebtedness
arising
under
any
bid,
performance
or
surety
bond
(including
any
consumer
protection
bond
or
anyperformance
bond
posted
in
respect
of
contested
tax
assessments),
completion
bond
or
similar
obligation,
in
each
case
incurred
in
the
ordinary
course
ofbusiness
and
not
supporting
Indebtedness;(l)
overdrafts
of
such
Subsidiary
(or
Parent)
incurred
in
the
ordinary
course
of
business;(m)
all
premium
(if
any),
interest
(including
post-petition
interest),
fees,
expenses,
charges
and
additional
or
contingentinterest
on
obligations
described
in
the
foregoing
clauses
of
this
Section;(n)
Indebtedness
consisting
of
promissory
notes
issued
to
current
or
former
officers,
directors
and
employees
of
Parent
or
anyof
its
Subsidiaries,
their
respective
estates,
spouses
or
former
spouses
issued
in
exchange
for
the
purchase
or
redemption
by
Parent
or
such
Subsidiary
ofits
Equity
Interests
(other
than
Disqualified
Capital
Stock);
provided
that
(i)
the
aggregate
principal
amount
of
such
Indebtedness
permitted
by
this
clause(n)
shall
not
exceed
$1,000,000
at
any
time
outstanding
and
(ii)
any
Restricted
Payments
made
in
connection
with
such
Indebtedness
are
permitted
underSection
7.5
;(o)
other
unsecured
Indebtedness
of
Parent
and
its
Subsidiaries
so
long
as,
at
the
time
of
the
incurrence
thereof,
(i)
no
Defaultor
Event
of
Default
has
occurred
and
is
continuing
(or,
in
connection
with
a
Limited
Condition
Transaction,
no
Event
of
Default
under
Sections
8.1(h)
or8.1(i)
has
occurred
and
is
continuing)
and
(ii)
after
giving
effect
to
such
incurrence,
Parent
is
in
compliance
with
the
financial
covenant
forth
in
Article
VI,
calculated
on
a
Pro
Forma
Basis
as
of
the
last
day
of
the
most
recently
ended
Fiscal
Quarter
for
which
financial
statements
are
required
to
have
beendelivered
pursuant
to
Section
5.1(a)
or
(b)
;
provided
,
that,
in
connection
with
any
Indebtedness
incurred
to
finance
a
Limited
Condition
Transaction,
thedate
of
determination
of
whether
the
condition
in
this
clause
(o)
have
been
satisfied
shall,
at
the
option
of
the
Borrower,
be
the
LCT
Test
Date
for
suchLimited
Condition
Transaction;57Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(p)
Indebtedness
to
current
and
former
employees
of
Parent
or
any
of
its
Subsidiaries
incurred
in
the
ordinary
course
ofbusiness
or
existing
on
the
Restatement
Date
arising
from
(A)
deferred
compensation,
severance
obligations
or
similar
obligations
or
(B)
health
andwelfare
retirement
benefits
or
similar
obligations;(q)
Indebtedness
representing
installment
insurance
premiums
of
Parent
or
any
of
its
Subsidiaries
owing
to
insurancecompanies
in
the
ordinary
course
of
business;(r)
Indebtedness
which
represents
a
refinancing
or
renewal
of
any
of
the
Indebtedness
permitted
under
Section
7.01(c)
,7.01(d)
,
7.01(e)
,
7.01(f)
,
7.01(n)
,
and
7.01(o)
;
provided
that
(i)
any
such
refinancing
Indebtedness
is
in
an
aggregate
principal
amount
(or
aggregateamount,
as
applicable)
not
greater
than
the
aggregate
principal
amount
(or
aggregate
amount,
as
applicable)
of
the
Indebtedness
being
renewed
orrefinanced,
plus
the
amount
of
any
reasonable
premiums
required
to
be
paid
thereon
and
reasonable
fees
and
expenses
associated
therewith,
(ii)
suchrefinancing
Indebtedness
has
a
later
or
equal
final
maturity
and
longer
or
equal
weighted
average
life
to
maturity
than
the
Indebtedness
being
renewed
orrefinanced,
and
(iii)
the
covenants,
events
of
default,
subordination
(including
lien
subordination)
and
other
terms,
conditions
and
provisions
thereof(including
any
guarantees
thereof
or
security
documents
in
respect
thereof)
shall
be,
in
the
aggregate,
no
less
favorable
to
Parent
and
its
Subsidiaries
thanthose
contained
in
the
Indebtedness
being
renewed
or
refinanced;(s)
other
Indebtedness
in
an
aggregate
outstanding
principal
amount
not
to
exceed
$5,000,000
at
any
time;
and(t)
Indebtedness
incurred
in
connection
with
the
Permitted
Specified
Real
Estate
Finance
Transaction.Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
their
respective
Subsidiaries
to,
issue
or
permit
to
exist
any
Disqualified
CapitalStock
of
any
such
Person.
For
the
avoidance
of
doubt,
(x)
if
any
item
meets
the
criteria
set
forth
in
more
than
one
of
clauses
(b)
through
(t)
of
this
Section
7.1
thenthe
Borrower
may
classify
or
reclassify
such
item
in
any
manner
that
complies
with
this
Section
7.1
and
such
item
shall
be
treated
as
having
been
permittedpursuant
to
only
one
of
the
clauses
of
this
Section
7.1
and
(y)
any
item
meeting
the
criteria
set
forth
in
more
than
one
of
clauses
(b)
through
(t)
of
this
Section
7.1may
be
divided
and
classified
among
more
than
one
of
the
clauses
of
this
Section
7.1
.Section 7.2 Liens .
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
their
respective
Subsidiaries
to,
create,
incur,
assumeor
suffer
to
exist
any
Lien
on
any
of
its
assets
or
property
now
owned
or
hereafter
acquired,
except:

(a)
Liens
securing
the
Obligations;
provided
that
no
Liens
may
secure
Hedging
Obligations
or
Bank
Product
Obligationswithout
securing
all
other
Obligations
on
a
basis
at
least
pari passu with
such
Hedging
Obligations
or
Bank
Product
Obligations
and
subject
to
the
priorityof
payments
set
forth
in
Section
2.21
and
Section
8.2
;(b)
Permitted
Encumbrances;(c)
Liens
on
any
property
or
asset
of
Parent
or
any
of
its
Subsidiaries
existing
on
the
date
hereof
and
set
forth
on
Schedule
7.2;
provided
that
such
Liens
shall
not
apply
to
any
other
property
or
asset
of
Parent
or
any
Subsidiary
of
Parent;(d)
purchase
money
Liens
upon
or
in
any
fixed
or
capital
assets
of
Parent
or
any
of
its
Subsidiaries
to
secure
the
purchase
priceor
the
cost
of
construction
or
improvement
of
such
fixed
or
capital
assets
or
to
secure
Indebtedness
incurred
solely
for
the
purpose
of
financing
theacquisition,
construction
or
improvement
of
such
fixed
or
capital
assets
(including
Liens
securing
any
Capital
Lease
Obligations);
provided
that
(i)
suchLien
secures
Indebtedness
permitted
by
Section
7.1(c
),
(ii)
such
Lien
attaches
to
such
asset
concurrently
or
within
180
days
after
the
acquisition
or
thecompletion
of
the
construction
or
improvements
thereof,
(iii)
such
Lien
does
not
extend
to
any
other
asset,
and
(iv)
the
Indebtedness
secured
thereby
doesnot
exceed
the
cost
of
acquiring,
constructing
or
improving
such
fixed
or
capital
assets;(e)
any
Lien
(x)
existing
on
any
asset
of
any
Person
at
the
time
such
Person
becomes
a
Subsidiary
of
Parent,
(y)
existing
onany
asset
of
any
Person
at
the
time
such
Person
is
merged
with
or
into
Parent
or
any
of
its
Subsidiaries,
or
(z)
existing
on
any
asset
prior
to
the
acquisitionthereof
by
Parent
or
any
of
its
Subsidiaries;
provided
that
(i)
any
such
Lien
was
not
created
in
the
contemplation
of
any
of
the
foregoing
and
(ii)
any
suchLien
secures
only
those
obligations
which
it
secures
on
the
date
that
such
Person
becomes
a
Subsidiary
or
the
date
of
such
merger
or
the
date
of
suchacquisition;58Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(f)
extensions,
renewals,
or
replacements
of
any
Lien
referred
to
in
subsections
(b)
through
(e)
of
this
Section;
provided
thatthe
principal
amount
of
the
Indebtedness
secured
thereby
is
not
increased
and
that
any
such
extension,
renewal
or
replacement
is
limited
to
the
assetsoriginally
encumbered
thereby;(g)
licenses,
sublicenses,
leases
or
subleases
(other
than
any
Capital
Lease
Obligations)
that
do
not
interfere
in
any
materialrespect
with
the
business
of
Parent
or
any
Subsidiary;(h)
any
interest
or
title
of
a
lessor
or
sublessor
under,
and
Liens
arising
from
UCC
financing
statements
(or
equivalent
filings,registrations
or
agreements
in
foreign
jurisdictions)
relating
to,
leases
and
subleases
permitted
hereunder
(other
than
any
Capital
Lease
Obligations
orSale/Leaseback
Transaction);(i)
normal
and
customary
rights
of
setoff
upon
deposits
of
cash
or
other
Liens
originating
solely
by
virtue
of
any
statutory
orcommon
law
provision
relating
to
bankers
liens,
rights
of
setoff
or
similar
rights
in
favor
of
banks
or
other
depository
institutions
and
not
securing
anyIndebtedness;(j)
Liens
of
a
collection
bank
arising
under
Section
4-210
of
the
Uniform
Commercial
Code
on
items
in
the
course
ofcollection;(k)
Liens
solely
on
any
cash
earnest
money
deposits
made
by
Parent
or
any
Subsidiary
in
connection
with
any
letter
of
intentor
purchase
agreement
in
respect
of
any
acquisition
or
other
investment
by
Parent
or
any
Subsidiary;(l)
Liens
arising
from
precautionary
Uniform
Commercial
Code
financing
statement
filings
not
relating
to
Indebtedness;(m)
deposits
to
secure
the
performance
of
bids,
performance
or
surety
bonds
(including
consumer
protection
bonds
orperformance
bonds
posted
in
respect
of
contested
tax
assessments),
completion
bonds
or
similar
obligation,
in
each
case
incurred
in
the
ordinary
course
ofbusiness
and
not
supporting
Indebtedness
for
borrowed
money;(n)
other
Liens
securing
obligations
in
an
aggregate
outstanding
principal
amount
not
to
exceed
$5,000,000
at
any
time;
and(o)
Liens
to
secure
Indebtedness
incurred
in
connection
with
the
Permitted
Specified
Real
Estate
Finance
Transaction.Section 7.3 Fundamental Changes .(a)
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
their
respective
Material
Subsidiaries
to,
merge
into
orconsolidate
into
any
other
Person,
or
permit
any
other
Person
to
merge
into
or
consolidate
with
it,
or
sell,
lease,
transfer
or
otherwise
dispose
of
(in
asingle
transaction
or
a
series
of
transactions)
all
or
substantially
all
of
its
assets
(in
each
case,
whether
now
owned
or
hereafter
acquired)
or
all
orsubstantially
all
of
the
stock
of
any
of
their
respective
Material
Subsidiaries
(in
each
case,
whether
now
owned
or
hereafter
acquired)
or
liquidate
ordissolve;
provided
that
if,
at
the
time
thereof
and
immediately
after
giving
effect
thereto,
no
Default
or
Event
of
Default
shall
have
occurred
and
becontinuing:(i)
Parent
may
merge
with
a
Person
if
Parent
is
the
surviving
Person,(ii)
the
Borrower
or
any
Subsidiary
of
the
Borrower
may
merge
with
a
Person
if
the
Borrower
(or
such
Subsidiary
ifthe
Borrower
is
not
a
party
to
such
merger)
is
the
surviving
Person,(iii)
any
Subsidiary
of
the
Borrower
may
merge
into
another
Subsidiary
of
the
Borrower;
provided
that
if
any
party
tosuch
merger
is
a
Subsidiary
Loan
Party,
the
Subsidiary
Loan
Party
shall
be
the
surviving
Person,(iv)
any
Subsidiary
of
the
Borrower
may
sell,
transfer,
lease
or
otherwise
dispose
of
all
or
substantially
all
of
itsassets
to
the
Borrower
or
to
a
Subsidiary
Loan
Party,
and(v)
any
Subsidiary
of
the
Borrower
may
liquidate
or
dissolve
if
the
Borrower
determines
in
good
faith
that
suchliquidation
or
dissolution
is
in
the
best
interests
of
the
Borrower;
provided
,
that
any
Subsidiary
Loan
Party
shall
liquidate
or
dissolve
into
theBorrower
or
another
Subsidiary
Loan
Party;59Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.provided
,
further
,
that
any
such
merger
under
this
Section
7.3(a)
involving
a
Person
that
is
not
a
wholly
owned
Subsidiary
immediately
prior
to
suchmerger
shall
not
be
permitted
unless
also
permitted
by
Section
7.4(d)
.(b)
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
their
respective
Subsidiaries
to,
engage
in
any
business
otherthan
businesses
of
the
type
conducted
by
Parent,
the
Borrower
and
their
respective
Subsidiaries
on
the
date
hereof
and
businesses
reasonably
incidental
orrelated
thereto.Section 7.4 Investments, Loans .
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
their
respective
Subsidiaries
to,purchase,
hold
or
acquire
(including
pursuant
to
any
merger
with
any
Person
that
was
not
a
wholly
owned
Subsidiary
prior
to
such
merger)
any
Capital
Stock,evidence
of
Indebtedness
or
other
securities
(including
any
option,
warrant,
or
other
right
to
acquire
any
of
the
foregoing)
of,
make
or
permit
to
exist
any
loans
oradvances
to,
Guarantee
any
obligations
of,
or
make
or
permit
to
exist
any
investment
or
any
other
interest
in,
any
other
Person
(all
of
the
foregoing
beingcollectively
called
“
Investments
”),
or
purchase
or
otherwise
acquire
(in
one
transaction
or
a
series
of
transactions)
any
assets
of
any
other
Person
that
constitute
abusiness
unit,
or
create
or
form
any
Subsidiary,
except:(a)
Investments
(other
than
Permitted
Investments)
existing
on
the
date
hereof
and
set
forth
on
Schedule
7.4
(includingInvestments
in
Subsidiaries);(b)
Permitted
Investments;(c)
Guarantees
by
Parent
and
its
Subsidiaries
constituting
Indebtedness
permitted
by
Section
7.1
;
provided
that
the
aggregateprincipal
amount
of
Indebtedness
of
Subsidiaries
of
Parent
that
are
not
Subsidiary
Loan
Parties
that
is
Guaranteed
by
any
Loan
Party
shall
be
subject
tothe
limitation
set
forth
in
subsection
(d)
of
this
Section;(d)
Investments
(other
than
Acquisitions)
made
by
Parent,
the
Borrower
or
any
Subsidiary
Loan
Party
in
or
to
any
Subsidiaryand
by
any
Subsidiary
to
the
Borrower
or
in
or
to
another
Subsidiary;
provided
that,
with
respect
to
any
Investment
in
any
Subsidiary
that
is
not
a
LoanParty,
(i)
no
Default
or
Event
of
Default
shall
have
occurred
and
be
continuing
at
the
time
such
Investment
is
made
or
would
result
therefrom
and
(ii)
theaggregate
amount
of
Investments
by
the
Loan
Parties
in
or
to
any
Subsidiary
that
is
not
a
Loan
Party
(including
all
such
Investments
existing
on
theRestatement
Date)
shall
not
exceed
$30,000,000
at
any
time
outstanding;(e)
loans
or
advances
to
employees,
officers
or
directors
of
Parent
or
any
of
its
Subsidiaries
in
the
ordinary
course
of
businessfor
travel,
relocation
and
related
expenses;
provided
that
the
aggregate
amount
of
all
such
loans
and
advances
does
not
exceed
$500,000
at
any
timeoutstanding;(f)
Hedging
Transactions
permitted
by
Section
7.10
;(g)
Permitted
Acquisitions;(h)
Investments
(other
than
Acquisitions
and
Investments
described
in
clause
(d)
of
this
Section
7.4
)
by
Parent
or
any
of
itsSubsidiaries
which
in
the
aggregate
do
not
exceed
$25,000,000
at
any
time
outstanding;
provided
,
that
no
Default
or
Event
of
Default
shall
have
occurredand
be
continuing
at
the
time
such
Investment
is
made
or
would
result
therefrom;(i)
any
transactions
deemed
to
be
Investments
arising
in
connection
with
any
dissolution
or
reorganization
of
any
Subsidiarypermitted
under
Section
7.3
,
so
long
as
no
cash
or
other
tangible
property
is
invested
in
such
Subsidiary;(j)
Investments
consisting
of
the
acquisition
of
property
in
the
ordinary
course
of
business
(other
than
Acquisitions);(k)
Investments
in
securities
of
trade
creditors
or
customers
in
the
ordinary
course
of
business
that
are
received
in
settlementof
bona
fide
disputes
or
pursuant
to
any
plan
of
reorganization
or
liquidation
or
similar
arrangement
upon
the
bankruptcy
or
insolvency
of
such
tradecreditors
or
customers;(l)
Investments
(other
than
Acquisitions
and
Investments
described
in
clause
(d)
of
this
Section
7.4
)
and
made
in
accordancewith
any
written
investment
policy
of
Parent
approved
by
the
board
of
directors
of
Parent
prior
to
the
Restatement
Date,
with
such
changes
thereto
asadopted
in
good
faith
by
the
board
of
directors
of
Parent
from
time
to
time
after
the
Restatement
Date
(so
long
as
any
such
changes
to
the
types
ofinvestments
permitted
pursuant
to
the
policy
are
generally
consistent
with
the
types
of
investments
set
forth
in
the
written
investment
policy
delivered
tothe
Administrative
Agent
and
the
Lenders
on
the
Restatement
Date);60Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(m)
nominal
capital
contributions
made
in
connection
with
and
in
furtherance
of
the
formation
of
any
new
Subsidiaries
aspermitted
hereunder;(n)
Investments
consisting
of
accounts
receivable
owing
to
any
of
Parent,
the
Borrower,
or
such
Subsidiary
if
created
oracquired
in
the
ordinary
course
of
business
and
payable
or
dischargeable
in
accordance
with
customary
terms;(o)
contributions
to
the
LendingTree
Foundation
in
an
aggregate
amount
not
to
exceed
$25,000,000
at
any
time
outstanding;provided
,
that
no
Default
or
Event
of
Default
shall
have
occurred
and
be
continuing
at
the
time
such
Investment
is
made
or
would
result
therefrom;(p)
other
Investments
(other
than
Acquisitions
and
Investments
described
in
clause
(d)
of
this
Section
7.4
)
by
Parent
or
any
ofits
Subsidiaries
which
in
the
aggregate
so
long
as
(i)
no
Default
or
Event
of
Default
shall
have
occurred
and
be
continuing
at
the
time
such
Investment
ismade
or
would
result
therefrom,
and
(ii)
after
giving
effect
to
such
Investment,
the
Consolidated
Total
Net
Leverage
Ratio
is
less
than
or
equal
to
3.00
to1.00,
calculated
on
a
Pro
Forma
Basis
as
of
the
last
day
of
the
most
recently
ended
Fiscal
Quarter
for
which
financial
statements
are
required
to
have
beendelivered
pursuant
to
Section
5.1(a)
or
(b)
;
and(q)
the
purchase
of
the
Permitted
Bond
Hedge
Transaction
by
the
Parent
and
the
performance
of
its
obligations
thereunder.Parent
will
not
create,
form,
purchase,
acquire,
or
otherwise
suffer
to
exist
any
direct
Subsidiary
other
than
the
Borrower.For
purposes
of
determining
the
amount
of
any
Investment
outstanding
for
purposes
of
this
Section
7.4
,
such
amount
shall
be
deemed
to
be
thecost
of
such
Investment
when
made,
purchased
or
acquired,
net
of
any
amount
representing
return
of
(but
not
return
on)
such
Investment
and
without
regard
to
anyforgiveness
of
Indebtedness.
For
the
avoidance
of
doubt,
(x)
if
any
Investment
meets
the
criteria
set
forth
in
more
than
one
of
clauses
(a)
through
(q)
of
this
Section7.4
then
the
Borrower
may
classify
or
reclassify
such
Investment
in
any
manner
that
complies
with
this
Section
7.4
and
such
Investment
shall
be
treated
as
havingbeen
permitted
pursuant
to
only
one
of
the
clauses
of
this
Section
7.4
and
(y)
any
Investment
meeting
the
criteria
set
forth
in
more
than
one
of
clauses
(a)
through(q)
of
this
Section
7.4
may
be
divided
and
classified
among
more
than
one
of
the
clauses
of
this
Section
7.4
.Section 7.5 Restricted Payments .
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
their
respective
Subsidiaries
to,
declareor
make,
or
agree
to
pay
or
make,
directly
or
indirectly,
any
Restricted
Payment,
except:(a)
dividends
payable
by
Parent
solely
in
interests
of
any
class
of
its
common
equity;(b)
Restricted
Payments
made
by
any
Subsidiary
to
Parent
or
to
another
Subsidiary,
on
at
least
a
pro rata basis
with
any
othershareholders
if
such
Subsidiary
is
not
wholly
owned
by
Parent
and
other
wholly
owned
Subsidiaries
of
Parent;(c)
Restricted
Payments
made
pursuant
to
and
in
accordance
with
stock
option
plans
or
other
benefit
plans
for
management
oremployees
of
Parent
and
the
Subsidiaries;(d)
Permitted
Tax
Distributions;(e)
Restricted
Payments
from
the
Borrower
to
Parent
solely
for
the
purpose
of
the
payment
by
Parent
of
principal
and
intereston
Indebtedness
of
Parent
(to
the
extent
such
Indebtedness
and
such
payments
are
permitted
hereunder)
so
long
as
(i)
no
Default
or
Event
of
Default
hasoccurred
and
is
continuing
and
(ii)
the
aggregate
amount
of
such
Restricted
Payments
does
not
exceed
$500,000
per
Fiscal
Year;(f)
other
Restricted
Payments
made
by
Parent
or
any
Subsidiary
of
Parent
so
long
as
(i)
the
aggregate
amount
of
RestrictedPayments
made
pursuant
to
this
clause
(f)
since
January
1,
2017,
does
not
exceed
the
sum
of
(A)
$75,000,000,
plus
(B)
50%
of
cumulative
Excess
CashFlow
for
the
period
commencing
on
January
1,
2017,
and
ending
on
the
first
day
of
the
most
recent
Fiscal
Year
beginning
before
such
Restricted
Paymentis
made,
plus
(C)
the
Specified
Cash
Contribution
Amount,
plus
(D)
additional
amounts
so
long
as
the
Consolidated
Total
Net
Leverage
Ratio
is
less
thanor
equal
to
2.50
to
1.00,
calculated
on
a
Pro
Forma
Basis
as
of
the
last
day
of
the
most
recently
ended
Fiscal
Quarter
for
which
financial
statements
arerequired
to
have
been
delivered
pursuant
to
Section
5.1(a)
or
(b)
,
(ii)
no
Default
or
Event
of
Default
shall
have
occurred
and
be
continuing
at
the
timesuch
Restricted
Payment
is
made,
and
(iii)
after
giving
effect
to
such
Restricted
Payment,
the
Loan
Parties
shall
have
Liquidity
of
at
least
$20,000,000;61Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(g)
the
Parent
may
make
any
payments
and/or
deliveries
required
by
the
terms
of,
and
otherwise
perform
its
obligations
under,the
Specified
Convertible
Indebtedness
(including,
without
limitation,
making
payments
of
interest
and
principal
thereon,
making
payments
due
uponrequired
repurchase
thereof
and/or
making
payments
and
deliveries
due
upon
conversion
thereof);(h)
the
Parent
may
pay
the
premium
in
respect
of,
and
otherwise
perform
its
obligations
under,
the
Permitted
Bond
HedgeTransaction;
and(i)
the
Parent
may
make
any
payments
and/or
deliveries
required
by
the
terms
of,
and
otherwise
perform
its
obligations
under,the
Permitted
Warrant
Transaction
(including,
without
limitation,
making
payments
and/or
deliveries
due
upon
exercise
and
settlement
or
terminationthereof).Section 7.6 Sale of Assets .
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
their
respective
Subsidiaries
to,
convey,
sell,lease,
assign,
transfer
or
otherwise
dispose
of
any
of
their
assets,
business
or
property
or,
in
the
case
of
any
Subsidiary,
any
shares
of
such
Subsidiary’s
CapitalStock,
in
each
case
whether
now
owned
or
hereafter
acquired,
to
any
Person
other
than
Parent,
the
Borrower
or
a
Subsidiary
Loan
Party
(or
to
qualify
directors
ifrequired
by
applicable
law),
except:(a)
the
sale
or
other
disposition
for
fair
market
value
of
obsolete
or
worn
out
property
or
other
property
not
necessary
foroperations
disposed
of
in
the
ordinary
course
of
business;(b)
the
sale
of
equipment
and
inventory
and
Permitted
Investments
in
the
ordinary
course
of
business;(c)
sales,
transfers
and
other
dispositions
(i)
to
a
Loan
Party
or
(ii)
among
any
Subsidiaries
that
are
not
Loan
Parties;(d)
licenses,
sublicenses,
leases
and
subleases
that
do
not
interfere
in
any
material
respect
with
the
business
of
Parent
or
anySubsidiary;(e)
sales
or
discounts
of
accounts
receivable
in
connection
with
the
compromise
or
collection
thereof
in
the
ordinary
course
ofbusiness;(f)
any
disposition
of
property
as
a
result
of
a
casualty
event;(g)
any
disposition
permitted
under
Sections
7.1
,
7.4
,
7.5
or
7.7
and
any
Liens
permitted
under
Section
7.2
;(h)
any
disposition
permitted
under
Section
7.3
,
including,
without
limitation,
(A)
any
exchange
of
assets
betweenSubsidiaries
of
the
Borrower
entered
into
as
a
result
of
any
such
disposition
and
(B)
any
merger,
consolidation,
disposition,
liquidation,
or
dissolution
byany
Subsidiary
of
Parent
which
is
not
a
Material
Subsidiary;(i)
the
sale
or
other
disposition
of
assets
so
long
as,
at
the
time
of
such
disposition,
(i)
no
Default
or
Event
of
Default
hasoccurred
and
is
continuing
or
would
result
therefrom,
and
(ii)
after
giving
effect
to
such
disposition,
Parent
and
its
Subsidiaries
are
in
compliance
with
thefinancial
covenant
set
forth
in
Article
VI
,
calculated
on
a
Pro
Forma
Basis
as
of
the
last
day
of
the
most
recently
ended
Fiscal
Quarter
for
which
financialstatements
are
required
to
have
been
delivered
pursuant
to
Section
5.1(a)
or
(b)
;
or(j)
the
unwinding
or
termination
of
the
Permitted
Bond
Hedge
Transaction
by
the
Parent
and
the
performance
of
its
obligationsthereunder.Section 7.7 Transactions with Affiliates .
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
their
respective
Subsidiaries
to,sell,
lease
or
otherwise
transfer
any
property
or
assets
to,
or
purchase,
lease
or
otherwise
acquire
any
property
or
assets
from,
or
otherwise
engage
in
any
othertransactions
with,
any
of
their
respective
Affiliates,
except:(a)
in
the
ordinary
course
of
business
at
prices
and
on
terms
and
conditions
not
less
favorable
to
Parent,
the
Borrower
or
suchSubsidiary
than
could
be
obtained
on
an
arm’s-length
basis
from
unrelated
third
parties;(b)
transactions
between
or
among
one
or
more
of
Parent,
the
Borrower
and
the
Subsidiary
Loan
Parties
not
involving
anyother
Affiliates;(c)
any
Restricted
Payment
permitted
by
Section
7.5
;62Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(d)
transactions
between
or
among
Parent
or
the
Borrower
and
any
of
their
Affiliates
existing
on
the
date
hereof
and
set
forthon
Schedule
7.5
;(e)
reasonable
and
customary
director,
officer
and
employee
compensation
(including
bonuses)
and
other
benefits
(includingretirement,
health,
stock
option
and
other
benefit
plans)
and
indemnification
arrangements
entered
into
in
the
ordinary
course
of
business,
in
each
caseapproved
by
the
board
of
directors
of
Parent
or
any
of
its
Subsidiaries;(f)
reasonable
and
documented
expense
reimbursements
for
out-of-pocket
expenses
incurred
by
officers,
managers
anddirectors
of
Parent
or
any
of
its
Subsidiaries
in
connection
with
their
services
provided
to
Parent
or
such
Subsidiary;(g)
employment
agreements
entered
into
by
Parent
or
any
of
its
Subsidiary
in
the
ordinary
course
of
business;(h)
any
transactions
permitted
by
Section
7.3(a)
;(i)
any
Investments
permitted
by
Sections
7.4(c)
,
(d)
,
(e),
(i)
,
or
(o)
;
and(j)
any
disposition
of
assets
permitted
by
Section
7.6(h)
.Section 7.8 Restrictive Agreements .
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
their
respective
Subsidiaries
to,directly
or
indirectly,
enter
into,
incur
or
permit
to
exist
any
agreement
that
prohibits,
restricts
or
imposes
any
condition
upon
(a)
the
ability
of
Parent
or
any
ofParent’
Subsidiaries
to
create,
incur
or
permit
any
Lien
upon
any
of
its
assets
or
properties,
whether
now
owned
or
hereafter
acquired,
or
(b)
the
ability
of
any
of
itsSubsidiaries
to
pay
dividends
or
other
distributions
with
respect
to
its
Capital
Stock,
to
make
or
repay
loans
or
advances
to
Parent
or
any
other
Subsidiary
thereof,to
Guarantee
Indebtedness
of
Parent
or
any
other
Subsidiary
thereof
or
to
transfer
any
of
its
property
or
assets
to
Parent
or
any
other
Subsidiary
thereof;
providedthat
(i)
the
foregoing
shall
not
apply
to
restrictions
or
conditions
imposed
by
law
or
by
this
Agreement
or
any
other
Loan
Document,
(ii)
the
foregoing
shall
notapply
to
customary
restrictions
and
conditions
contained
in
agreements
relating
to
the
sale
of
a
Subsidiary
pending
such
sale,
provided
such
restrictions
andconditions
apply
only
to
the
Subsidiary
that
is
sold
and
such
sale
is
permitted
hereunder,
(iii)
clause
(a)
shall
not
apply
to
restrictions
or
conditions
imposed
by
anyagreement
relating
to
secured
Indebtedness
permitted
by
this
Agreement
if
such
restrictions
and
conditions
apply
only
to
the
property
or
assets
securing
suchIndebtedness,
(iv)
clause
(a)
shall
not
apply
to
customary
provisions
in
leases
and
other
contracts
restricting
the
assignment
thereof,
(v)
clause
(a)
shall
not,
in
thecase
of
any
non-wholly
owned
Subsidiary,
apply
to
customary
provisions
in
such
Subsidiary’s
organization
documents
that
restrict
the
transfer
of
such
Subsidiary’sEquity
Interests,
and
(vi)
clause
(a)
shall
not
apply
to
restrictions
on
cash
deposits
permitted
hereunder
and
which
are
imposed
by
Parent’
or
its
Subsidiaries’suppliers,
service
providers
and
landlords.Section 7.9 Sale and Leaseback Transactions .
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
their
respectiveSubsidiaries
to,
enter
into
any
arrangement,
directly
or
indirectly,
whereby
they
shall
sell
or
transfer
any
property,
real
or
personal,
used
or
useful
in
its
business,whether
now
owned
or
hereinafter
acquired,
and
thereafter
rent
or
lease
such
property
or
other
property
that
they
intend
to
use
for
substantially
the
same
purpose
orpurposes
as
the
property
sold
or
transferred
(each
such
transaction,
a
“
Sale/Leaseback
Transaction
”).Section 7.10 Hedging Transactions .
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
their
respective
Subsidiaries
to,enter
into
any
Hedging
Transaction,
other
than
(x)
Hedging
Transactions
entered
into
by
Parent
or
any
of
its
Subsidiaries
in
the
ordinary
course
of
business
tohedge
or
mitigate
risks
to
which
Parent
or
any
of
its
Subsidiaries
is
exposed
in
the
conduct
of
its
business
or
the
management
of
its
liabilities,
(y)
the
PermittedBond
Hedge
Transaction
or
(z)
the
Permitted
Warrant
Transaction.
Solely
for
the
avoidance
of
doubt,
Parent
and
the
Borrower
acknowledge
that
a
HedgingTransaction
entered
into
for
speculative
purposes
or
of
a
speculative
nature
(which
shall
be
deemed
to
include
any
Hedging
Transaction
under
which
Parent
or
anyof
its
Subsidiaries
is
or
may
become
obliged
to
make
any
payment
(i)
in
connection
with
the
purchase
by
any
third
party
of
any
Capital
Stock
or
any
Indebtednessor
(ii)
as
a
result
of
changes
in
the
market
value
of
any
Capital
Stock
or
any
Indebtedness)
is
not
a
Hedging
Transaction
entered
into
in
the
ordinary
course
ofbusiness
to
hedge
or
mitigate
risks.Section 7.11 Amendment to Organizational Documents .
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
theirrespective
Subsidiaries
to,
amend,
modify
or
waive
any
of
their
respective
rights
under
its
certificate
of
incorporation,
articles
of
organization,
bylaws,
limitedliability
company
agreement,
or
other
organizational
documents
in
any
manner
materially
adverse
to
the
Secured
Parties
or
the
Parent,
the
Borrower,
or
theirrespective
Subsidiaries.63Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Section 7.12 Accounting Changes .
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
their
respective
Subsidiaries
to,
makeany
significant
change
in
accounting
treatment
or
reporting
practices,
except
as
required
by
GAAP,
or
change
the
fiscal
year
of
Parent
or
of
any
of
its
Subsidiaries,except
to
change
the
fiscal
year
of
a
Subsidiary
to
conform
its
fiscal
year
to
that
of
Parent.Section 7.13 Sanctions and Anti-Corruption Laws .
Parent
and
the
Borrower
will
not,
and
will
not
permit
any
of
their
respectiveSubsidiaries
to,
request
any
Loan
or
Letter
of
Credit
or,
directly
or
indirectly,
use
the
proceeds
of
any
Loan
or
any
Letter
of
Credit,
or
lend,
contribute
or
otherwisemake
available
such
proceeds
to
any
subsidiary,
joint
venture
partner
or
other
Person
(i)
to
fund
any
activities
or
business
of
or
with
any
Person,
or
in
any
countryor
territory,
that,
at
the
time
of
such
funding,
is,
or
whose
government
is,
the
subject
of
Sanctions,
(ii)
in
any
other
manner
that
would
result
in
a
violation
ofSanctions
by
any
Person
(including
any
Person
participating
in
the
Loans,
whether
as
Sole
Arranger,
the
Administrative
Agent,
any
Lender
(including
a
SwinglineLender),
the
Issuing
Bank,
underwriter,
advisor,
investor
or
otherwise),
or
(iii)
in
furtherance
of
an
offer,
payment,
promise
to
pay
or
authorization
of
the
paymentor
giving
of
money
or
anything
else
of
value
to
any
Person
in
violation
of
applicable
Anti-Corruption
Laws.ARTICLE VIIIEVENTS OF DEFAULTSection 8.1 Events of Default .
If
any
of
the
following
events
(each,
an
“
Event
of
Default
”)
shall
occur:(a)
Parent
or
the
Borrower
shall
fail
to
pay
any
principal
of
any
Loan
or
of
any
reimbursement
obligation
in
respect
of
any
LCDisbursement,
when
and
as
the
same
shall
become
due
and
payable,
whether
at
the
due
date
thereof
or
at
a
date
fixed
for
prepayment
or
otherwise;
or(b)
Parent
or
the
Borrower
shall
fail
to
pay
any
interest
on
any
Loan
or
any
fee
or
any
other
amount
(other
than
an
amountpayable
under
subsection
(a)
of
this
Section
or
an
amount
related
to
a
Bank
Product
Obligation)
payable
under
this
Agreement
or
any
other
LoanDocument,
when
and
as
the
same
shall
become
due
and
payable,
and
such
failure
shall
continue
unremedied
for
a
period
of
three
(3)
Business
Days;
or(c)
any
representation
or
warranty
made
or
deemed
made
by
or
on
behalf
of
Parent
or
any
of
its
Subsidiaries
in
or
inconnection
with
this
Agreement
or
any
other
Loan
Document
(including
the
Schedules
attached
hereto
and
thereto),
or
in
any
amendments
ormodifications
hereof
or
waivers
hereunder,
or
in
any
certificate,
report,
financial
statement
or
other
document
submitted
to
the
Administrative
Agent
orthe
Lenders
by
any
Loan
Party
or
any
representative
of
any
Loan
Party
pursuant
to
or
in
connection
with
this
Agreement
or
any
other
Loan
Documentshall
prove
to
be
incorrect
in
any
material
respect
(other
than
any
representation
or
warranty
that
is
expressly
qualified
by
a
Material
Adverse
Effect
orother
materiality,
in
which
case
such
representation
or
warranty
shall
prove
to
be
incorrect
in
any
respect)
when
made
or
deemed
made
or
submitted;
or(d)
Parent
or
the
Borrower
shall
fail
to
observe
or
perform
any
covenant
or
agreement
contained
in
Section
5.1
,

5.2
,
5.3(with
respect
to
the
Borrower’s
legal
existence),
5.9
(with
respect
to
the
use
of
proceeds
of
the
Loans),
or
Article
VI
or
VII
;
or(e)
any
Loan
Party
shall
fail
to
observe
or
perform
any
covenant
or
agreement
contained
in
this
Agreement
(other
than
thosereferred
to
in
subsections
(a),
(b)
and
(d)
of
this
Section)
or
any
other
Loan
Document
or
related
to
any
Bank
Product
Obligation,
and
such
failure
shallremain
unremedied
for
30
days
after
the
earlier
of
(i)
any
officer
of
Parent
or
the
Borrower
becomes
aware
of
such
failure,
or
(ii)
notice
thereof
shall
havebeen
given
to
Parent
or
the
Borrower
by
the
Administrative
Agent
or
any
Lender;
or(f)
[Intentionally
Omitted.](g)
(i)
Parent
or
any
of
its
Subsidiaries
(whether
as
primary
obligor
or
as
guarantor
or
other
surety)
shall
fail
to
pay
anyprincipal
of,
or
premium
or
interest
on,
any
Material
Indebtedness
(other
than
any
Hedging
Obligation)
that
is
outstanding,
when
and
as
the
same
shallbecome
due
and
payable
(whether
at
scheduled
maturity,
required
prepayment,
acceleration,
demand
or
otherwise),
and
such
failure
shall
continue
afterthe
applicable
grace
period,
if
any,
specified
in
the
agreement
or
instrument
evidencing
or
governing
such
Indebtedness;
or
any
other
event
shall
occur
orcondition
shall
exist
under
any
agreement
or
instrument
relating
to
any
Material
Indebtedness
and
shall
continue
after
the
applicable
grace
period,
if
any,specified
in
such
agreement
or
instrument,
if
the
effect
of
such
event
or
condition
is
to
accelerate,
or
permit
the
acceleration
of,
the
maturity
of
suchIndebtedness
(other
than
(x)
any
event
that
permits
holders64Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.of
the
Specified
Convertible
Indebtedness
to
convert
such
Indebtedness
or
(y)
the
conversion
of
the
Specified
Convertible
Indebtedness,
in
either
case,into
common
stock
of
the
Parent
(or
other
securities
or
property
following
a
merger
event,
reclassification
or
other
change
of
the
common
stock
of
theParent),
cash
or
a
combination
thereof);
or
any
Material
Indebtedness
shall
be
declared
to
be
due
and
payable,
or
required
to
be
prepaid
or
redeemed(other
than
by
a
regularly
scheduled
required
prepayment
or
redemption),
purchased
or
defeased,
or
any
offer
to
prepay,
redeem,
purchase
or
defease
suchIndebtedness
shall
be
required
to
be
made,
in
each
case
prior
to
the
stated
maturity
thereof
(other
than
(x)
any
event
that
permits
holders
of
the
SpecifiedConvertible
Indebtedness
to
convert
such
Indebtedness
or
(y)
the
conversion
of
the
Specified
Convertible
Indebtedness,
in
either
case,
into
common
stockof
the
Parent
(or
other
securities
or
property
following
a
merger
event,
reclassification
or
other
change
of
the
common
stock
of
the
Parent),
cash
or
acombination
thereof)
or
(ii)
there
occurs
under
any
Hedging
Transaction
an
Early
Termination
Date
(as
defined
in
such
Hedge
Transaction)
resulting
from(A)
any
event
of
default
under
such
Hedging
Transaction
as
to
which
Parent
or
any
of
its
Subsidiaries
is
the
Defaulting
Party
(as
defined
in
such
HedgingTransaction)
and
the
Hedge
Termination
Value
owed
by
Parent
or
such
Subsidiary
as
a
result
thereof
is
greater
than
the
Threshold
Amount
or
(B)
anyTermination
Event
(as
so
defined)
under
such
Hedging
Transaction
as
to
which
Parent
or
any
Subsidiary
is
an
Affected
Party
(as
so
defined)
and
theHedge
Termination
Value
owed
by
Parent
or
such
Subsidiary
as
a
result
thereof
is
greater
than
the
Threshold
Amount
and
is
not
paid;
or(h)
Parent
or
any
of
its
Material
Subsidiaries
shall
(i)
commence
a
voluntary
case
or
other
proceeding
or
file
any
petitionseeking
liquidation,
reorganization
or
other
relief
under
any
federal,
state
or
foreign
bankruptcy,
insolvency
or
other
similar
law
now
or
hereafter
in
effector
seeking
the
appointment
of
a
custodian,
trustee,
receiver,
liquidator
or
other
similar
official
of
it
or
any
substantial
part
of
its
property,
(ii)
consent
tothe
institution
of,
or
fail
to
contest
in
a
timely
and
appropriate
manner,
any
proceeding
or
petition
described
in
subsection
(i)
of
this
Section,
(iii)
apply
foror
consent
to
the
appointment
of
a
custodian,
trustee,
receiver,
liquidator
or
other
similar
official
for
Parent
or
any
such
Material
Subsidiary
or
for
asubstantial
part
of
its
assets,
(iv)
file
an
answer
admitting
the
material
allegations
of
a
petition
filed
against
it
in
any
such
proceeding,
(v)
make
a
generalassignment
for
the
benefit
of
creditors,
or
(vi)
take
any
action
for
the
purpose
of
effecting
any
of
the
foregoing;
or(i)
an
involuntary
proceeding
shall
be
commenced
or
an
involuntary
petition
shall
be
filed
seeking
(i)
liquidation,reorganization
or
other
relief
in
respect
of
Parent
or
any
of
its
Material
Subsidiaries
or
its
debts,
or
any
substantial
part
of
its
assets,
under
any
federal,state
or
foreign
bankruptcy,
insolvency
or
other
similar
law
now
or
hereafter
in
effect
or
(ii)
the
appointment
of
a
custodian,
trustee,
receiver,
liquidator
orother
similar
official
for
Parent
or
any
of
its
Material
Subsidiaries
or
for
a
substantial
part
of
its
assets,
and
in
any
such
case,
such
proceeding
or
petitionshall
remain
undismissed
for
a
period
of
60
days
or
an
order
or
decree
approving
or
ordering
any
of
the
foregoing
shall
be
entered;
or(j)
Parent
or
any
of
its
Material
Subsidiaries
shall
become
unable
to
pay,
shall
admit
in
writing
its
inability
to
pay,
or
shall
failto
pay,
its
debts
as
they
become
due;
or(k)
(i)
an
ERISA
Event
shall
have
occurred
that,
when
taken
together
with
other
ERISA
Events
that
have
occurred,
wouldreasonably
be
expected
to
result
in
a
Material
Adverse
Effect,
(ii)
there
is
or
arises
an
Unfunded
Pension
Liability
(not
taking
into
account
Plans
withnegative
Unfunded
Pension
Liability)
which
would
reasonably
be
expected
to
result
in
a
Material
Adverse
Effect,
or
(iii)
there
is
or
arises
any
potentialWithdrawal
Liability
which
would
reasonably
be
expected
to
result
in
a
Material
Adverse
Effect;
or(l)
any
judgment
or
order
for
the
payment
of
money
in
excess
of
the
Threshold
Amount
in
the
aggregate
(to
the
extent
not
paidor
covered
by
insurance
as
to
which
the
applicable
insurance
company
is
solvent
and
has
not
disputed
coverage)
shall
be
rendered
against
Parent
or
any
ofits
Subsidiaries,
and
either
(i)
enforcement
proceedings
shall
have
been
commenced
by
any
creditor
upon
such
judgment
or
order
or
(ii)
there
shall
be
aperiod
of
30
consecutive
days
during
which
a
stay
of
enforcement
of
such
judgment
or
order,
by
reason
of
a
pending
appeal
or
otherwise,
shall
not
be
ineffect;
or(m)
any
non-monetary
judgment
or
order
shall
be
rendered
against
Parent
or
any
of
its
Subsidiaries
that
could
reasonably
beexpected,
either
individually
or
in
the
aggregate,
to
have
a
Material
Adverse
Effect,
and
there
shall
be
a
period
of
30
consecutive
days
during
which
a
stayof
enforcement
of
such
judgment
or
order,
by
reason
of
a
pending
appeal
or
otherwise,
shall
not
be
in
effect;
or(n)
a
Change
in
Control
shall
occur
or
exist;
or(o)
any
provision
of
the
Guaranty
and
Security
Agreement,
any
other
Collateral
Document
or
any
other
material
LoanDocument
shall
for
any
reason
cease
to
be
valid
and
binding
on,
or
enforceable
against,
any
Loan65Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Party,
or
any
Loan
Party
shall
so
state
in
writing,
or
any
Loan
Party
shall
seek
to
terminate
its
obligation
under
the
Guaranty
and
Security
Agreement,
anyother
Collateral
Document
or
any
other
material
Loan
Document
(other
than
the
release
of
any
guaranty
or
collateral
to
the
extent
permitted
pursuant
toSection
9.11
);
or(p)
any
Lien
purported
to
be
created
under
any
Collateral
Document
shall
fail
or
cease
to
be,
or
shall
be
asserted
by
any
LoanParty
not
to
be,
a
valid
and
perfected
Lien
on
any
Collateral,
with
the
priority
required
by
the
applicable
Collateral
Documents;then,
and
in
every
such
event
(other
than
an
event
with
respect
to
Parent
or
the
Borrower
described
in
subsection
(h)
or
(i)
of
this
Section)
and
at
any
timethereafter
during
the
continuance
of
such
event,
the
Administrative
Agent
may,
and
upon
the
written
request
of
the
Required
Lenders
shall,
by
notice
to
theBorrower,
take
any
or
all
of
the
following
actions,
at
the
same
or
different
times:
(i)
terminate
the
Commitments,
whereupon
the
Commitment
of
each
Lender
shallterminate
immediately,
(ii)
declare
the
principal
of
and
any
accrued
interest
on
the
Loans,
and
all
other
Obligations
owing
hereunder,
to
be,
whereupon
the
sameshall
become,
due
and
payable
immediately,
without
presentment,
demand,
protest
or
other
notice
of
any
kind,
all
of
which
are
hereby
waived
by
Parent
and
theBorrower,
(iii)
exercise
all
remedies
contained
in
any
other
Loan
Document,
and
(iv)
exercise
any
other
remedies
available
at
law
or
in
equity;
provided
that,
if
anEvent
of
Default
specified
in
either
subsection
(h)
or
(i)
shall
occur,
the
Commitments
shall
automatically
terminate
and
the
principal
of
the
Loans
thenoutstanding,
together
with
accrued
interest
thereon,
and
all
fees
and
all
other
Obligations
(other
than
(A)
Hedging
Obligations
owed
by
any
Loan
Party
to
anyLender-Related
Hedge
Provider
and
(B)
Bank
Product
Obligations)
shall
automatically
become
due
and
payable,
without
presentment,
demand,
protest
or
othernotice
of
any
kind,
all
of
which
are
hereby
waived
by
Parent
and
the
Borrower.Section 8.2 Application of Proceeds from Collateral .
All
proceeds
from
each
sale
of,
or
other
realization
upon,
all
or
any
part
of
theCollateral
by
any
Secured
Party
after
an
Event
of
Default
arises
shall
be
applied
as
follows:(a)
first
,
to
the
reimbursable
expenses
of
the
Administrative
Agent
incurred
in
connection
with
such
sale
or
other
realizationupon
the
Collateral,
until
the
same
shall
have
been
paid
in
full;(b)
second
,
to
the
fees
and
other
reimbursable
expenses
of
the
Administrative
Agent,
the
Swingline
Lender
and
the
IssuingBank
then
due
and
payable
pursuant
to
any
of
the
Loan
Documents,
until
the
same
shall
have
been
paid
in
full;(c)
third
,
to
all
reimbursable
expenses,
if
any,
of
the
Lenders
then
due
and
payable
pursuant
to
any
of
the
Loan
Documents,until
the
same
shall
have
been
paid
in
full;(d)
fourth
,
to
the
fees
and
interest
then
due
and
payable
under
the
terms
of
this
Agreement,
until
the
same
shall
have
been
paidin
full;(e)
fifth
,
to
the
aggregate
outstanding
principal
amount
of
the
Loans,
the
LC
Exposure,
the
Bank
Product
Obligations
and
theHedge
Termination
Value
of
the
Hedging
Obligations
that
constitute
Obligations,
until
the
same
shall
have
been
paid
in
full,
allocated
pro rata among
theSecured
Parties
based
on
their
respective
pro rata shares
of
the
aggregate
amount
of
such
Loans,
LC
Exposure,
Bank
Product
Obligations
and
HedgeTermination
Value
of
such
Hedging
Obligations;(f)
sixth
,
to
additional
cash
collateral
for
the
aggregate
amount
of
all
outstanding
Letters
of
Credit
until
the
aggregate
amountof
all
cash
collateral
held
by
the
Administrative
Agent
pursuant
to
this
Agreement
is
at
least
105%
of
the
LC
Exposure
after
giving
effect
to
the
foregoingclause
fifth
;
and(g)
seventh
,
to
the
extent
any
proceeds
remain,
to
the
Borrower
or
as
otherwise
provided
by
a
court
of
competent
jurisdiction.All
amounts
allocated
pursuant
to
the
foregoing
clauses
third
through
fifth
to
the
Lenders
as
a
result
of
amounts
owed
to
the
Lenders
under
theLoan
Documents
shall
be
allocated
among,
and
distributed
to,
the
Lenders
pro rata based
on
their
respective
Pro
Rata
Shares;
provided
that
all
amounts
allocatedto
that
portion
of
the
LC
Exposure
comprised
of
the
aggregate
undrawn
amount
of
all
outstanding
Letters
of
Credit
pursuant
to
clauses
fifth
and
sixth
shall
bedistributed
to
the
Administrative
Agent,
rather
than
to
the
Lenders,
and
held
by
the
Administrative
Agent
in
an
account
in
the
name
of
the
Administrative
Agent
forthe
benefit
of
the
Issuing
Bank
and
the
Lenders
as
cash
collateral
for
the
LC
Exposure,
such
account
to
be
administered
in
accordance
with
Section
2.22(g)
.
Allcash
collateral
for
LC
Exposure
shall
be
applied
to
satisfy
drawings
under
the
Letters
of
Credit
as
they
occur;
if
any
amount
remains
on
deposit
on
cash
collateralafter
all
letters
of
credit
have
either
been
fully
drawn
or
expired,
such
remaining
amount
shall
be
applied
to
other
Obligations,
if
any,
in
the
order
set
forth
above.66Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Notwithstanding
the
foregoing,
(a)
no
amount
received
from
any
Guarantor
(including
any
proceeds
of
any
sale
of,
or
other
realization
upon,
allor
any
part
of
the
Collateral
owned
by
such
Guarantor)
shall
be
applied
to
any
Excluded
Swap
Obligation
of
such
Guarantor
and
(b)
Bank
Product
Obligations
andHedging
Obligations
shall
be
excluded
from
the
application
described
above
if
the
Administrative
Agent
has
not
received
written
notice
thereof,
together
with
suchsupporting
documentation
as
the
Administrative
Agent
may
request,
from
the
Bank
Product
Provider
or
the
Lender-Related
Hedge
Provider,
as
the
case
may
be.Each
Bank
Product
Provider
or
Lender-Related
Hedge
Provider
that
has
given
the
notice
contemplated
by
the
preceding
sentence
shall,
by
such
notice,
be
deemedto
have
acknowledged
and
accepted
the
appointment
of
the
Administrative
Agent
pursuant
to
the
terms
of
Article
IX
hereof
for
itself
and
its
Affiliates
as
if
a“Lender”
party
hereto.ARTICLE IXTHE ADMINISTRATIVE AGENTSection 9.1 Appointment of the Administrative Agent .(a)
Each
Lender
irrevocably
appoints
SunTrust
Bank
as
the
Administrative
Agent
and
authorizes
it
to
take
such
actions
on
itsbehalf
and
to
exercise
such
powers
as
are
delegated
to
the
Administrative
Agent
under
this
Agreement
and
the
other
Loan
Documents,
together
with
allsuch
actions
and
powers
that
are
reasonably
incidental
thereto.
The
Administrative
Agent
may
perform
any
of
its
duties
hereunder
or
under
the
other
LoanDocuments
by
or
through
any
one
or
more
sub-agents
or
attorneys-in-fact
appointed
by
the
Administrative
Agent.
The
Administrative
Agent
and
any
suchsub-agent
or
attorney-in-fact
may
perform
any
and
all
of
its
duties
and
exercise
its
rights
and
powers
through
their
respective
Related
Parties.
Theexculpatory
provisions
set
forth
in
this
Article
shall
apply
to
any
such
sub-agent,
attorney-in-fact
or
Related
Party
and
shall
apply
to
their
respectiveactivities
in
connection
with
the
syndication
of
the
credit
facilities
provided
for
herein
as
well
as
activities
as
the
Administrative
Agent.(b)
The
Issuing
Bank
shall
act
on
behalf
of
the
Lenders
with
respect
to
any
Letters
of
Credit
issued
by
it
and
the
documentsassociated
therewith
until
such
time
and
except
for
so
long
as
the
Administrative
Agent
may
agree
at
the
request
of
the
Required
Lenders
to
act
for
theIssuing
Bank
with
respect
thereto;
provided
that
the
Issuing
Bank
shall
have
all
the
benefits
and
immunities
(i)
provided
to
the
Administrative
Agent
inthis
Article
with
respect
to
any
acts
taken
or
omissions
suffered
by
the
Issuing
Bank
in
connection
with
Letters
of
Credit
issued
by
it
or
proposed
to
beissued
by
it
and
the
application
and
agreements
for
letters
of
credit
pertaining
to
the
Letters
of
Credit
as
fully
as
if
the
term
“Administrative
Agent”
asused
in
this
Article
included
the
Issuing
Bank
with
respect
to
such
acts
or
omissions
and
(ii)
as
additionally
provided
in
this
Agreement
with
respect
to
theIssuing
Bank.(c)
It
is
understood
and
agreed
that
the
use
of
the
term
“agent”
herein
or
in
any
other
Loan
Document
(or
any
similar
term)with
reference
to
the
Administrative
Agent
is
not
intended
to
connote
any
fiduciary
or
other
implied
(or
express)
obligations
arising
under
agency
doctrineof
any
applicable
law.
Instead
such
term
is
used
as
a
matter
of
market
custom
and
is
intended
to
create
or
reflect
only
an
administrative
relationshipbetween
contracting
parties.Section 9.2 Nature of Duties of the Administrative Agent .
The
Administrative
Agent
shall
not
have
any
duties
or
obligations
exceptthose
expressly
set
forth
in
this
Agreement
and
the
other
Loan
Documents.
Without
limiting
the
generality
of
the
foregoing,
(a)
the
Administrative
Agent
shall
notbe
subject
to
any
fiduciary
or
other
implied
duties,
regardless
of
whether
a
Default
or
an
Event
of
Default
has
occurred
and
is
continuing,
(b)
the
AdministrativeAgent
shall
not
have
any
duty
to
take
any
discretionary
action
or
exercise
any
discretionary
powers,
except
those
discretionary
rights
and
powers
expresslycontemplated
by
the
Loan
Documents
that
the
Administrative
Agent
is
required
to
exercise
in
writing
by
the
Required
Lenders
(or
such
other
number
or
percentageof
the
Lenders
as
shall
be
necessary
under
the
circumstances
as
provided
in
Section
10.2
),
provided
that
the
Administrative
Agent
shall
not
be
required
to
take
anyaction
that,
in
its
opinion
or
the
opinion
of
its
counsel,
may
expose
the
Administrative
Agent
to
liability
or
that
is
contrary
to
any
Loan
Document
or
applicablelaw,
including
for
the
avoidance
of
doubt
any
action
that
may
be
in
violation
of
the
automatic
stay
under
any
Debtor
Relief
Law
or
that
may
effect
a
forfeiture,modification
or
termination
of
property
of
a
Defaulting
Lender
in
violation
of
any
Debtor
Relief
Law;
and
(c)
except
as
expressly
set
forth
in
the
Loan
Documents,the
Administrative
Agent
shall
not
have
any
duty
to
disclose,
and
shall
not
be
liable
for
the
failure
to
disclose,
any
information
relating
to
Parent,
Borrower
or
anyof
its
Subsidiaries
that
is
communicated
to
or
obtained
by
the
Administrative
Agent
or
any
of
its
Affiliates
in
any
capacity.
The
Administrative
Agent
shall
not
beliable
for
any
action
taken
or
not
taken
by
it,
its
sub-agents
or
its
attorneys-in-fact
with
the
consent
or
at
the
request
of
the
Required
Lenders
(or
such
other
numberor
percentage
of
the
Lenders
as
shall
be
necessary
under
the
circumstances
as
provided
in
Section
10.2
)
or
in
the
absence
of
its
own
gross
negligence
or
willfulmisconduct
as
determined
by
a
court
of
competent
jurisdiction
in
a
final
non-appealable
judgment.
The
Administrative
Agent
shall
not
be
responsible
for
thenegligence
or
misconduct
of
any
sub-agents
or
attorneys-in-fact
except
to
the
extent
that
a
court
of
competent
jurisdiction
determines
in
a
final
and
non-appelablejudgment
that
the
Administrative
Agent67Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.acted
with
gross
negligence
or
willful
misconduct
in
the
selection
of
such
sub-agents.
The
Administrative
Agent
shall
not
be
deemed
to
have
knowledge
of
anyDefault
or
Event
of
Default
unless
and
until
written
notice
thereof
(which
notice
shall
include
an
express
reference
to
such
event
being
a
“Default”
or
“Event
ofDefault”
hereunder)
is
given
to
the
Administrative
Agent
by
Parent
or
any
Lender,
and
the
Administrative
Agent
shall
not
be
responsible
for
or
have
any
duty
toascertain
or
inquire
into
(i)
any
statement,
warranty
or
representation
made
in
or
in
connection
with
any
Loan
Document,
(ii)
the
contents
of
any
certificate,
reportor
other
document
delivered
hereunder
or
thereunder
or
in
connection
herewith
or
therewith,
(iii)
the
performance
or
observance
of
any
of
the
covenants,agreements,
or
other
terms
and
conditions
set
forth
in
any
Loan
Document,
(iv)
the
validity,
enforceability,
effectiveness
or
genuineness
of
any
Loan
Document
orany
other
agreement,
instrument
or
document,
or
(v)
the
satisfaction
of
any
condition
set
forth
in
Article
III
or
elsewhere
in
any
Loan
Document,
other
than
toconfirm
receipt
of
items
expressly
required
to
be
delivered
to
the
Administrative
Agent.
The
Administrative
Agent
may
consult
with
legal
counsel
(includingcounsel
for
Parent
and
the
Borrower)
concerning
all
matters
pertaining
to
such
duties.Section 9.3 Lack of Reliance on the Administrative Agent .
Each
of
the
Lenders,
the
Swingline
Lender
and
the
Issuing
Bankacknowledges
that
it
has,
independently
and
without
reliance
upon
the
Administrative
Agent,
the
Issuing
Bank
or
any
other
Lender
and
based
on
such
documentsand
information
as
it
has
deemed
appropriate,
made
its
own
credit
analysis
and
decision
to
enter
into
this
Agreement.
Each
of
the
Lenders,
the
Swingline
Lenderand
the
Issuing
Bank
also
acknowledges
that
it
will,
independently
and
without
reliance
upon
the
Administrative
Agent,
the
Issuing
Bank
or
any
other
Lender
andbased
on
such
documents
and
information
as
it
has
deemed
appropriate,
continue
to
make
its
own
decisions
in
taking
or
not
taking
any
action
under
or
based
onthis
Agreement,
any
related
agreement
or
any
document
furnished
hereunder
or
thereunder.Section 9.4 Certain Rights of the Administrative Agent .
If
the
Administrative
Agent
shall
request
instructions
from
the
RequiredLenders
with
respect
to
any
action
or
actions
(including
the
failure
to
act)
in
connection
with
this
Agreement,
the
Administrative
Agent
shall
be
entitled
to
refrainfrom
such
act
or
taking
such
act
unless
and
until
it
shall
have
received
instructions
from
such
Lenders,
and
the
Administrative
Agent
shall
not
incur
liability
to
anyPerson
by
reason
of
so
refraining.
Without
limiting
the
foregoing,
no
Lender
shall
have
any
right
of
action
whatsoever
against
the
Administrative
Agent
as
a
resultof
the
Administrative
Agent
acting
or
refraining
from
acting
hereunder
in
accordance
with
the
instructions
of
the
Required
Lenders
where
required
by
the
terms
ofthis
Agreement.Section 9.5 Reliance by the Administrative Agent .
The
Administrative
Agent
shall
be
entitled
to
rely
upon,
and
shall
not
incur
anyliability
for
relying
upon,
any
notice,
request,
certificate,
consent,
statement,
instrument,
document
or
other
writing
(including
any
electronic
message,
posting
orother
distribution)
believed
by
it
to
be
genuine
and
to
have
been
signed,
sent
or
made
by
the
proper
Person.
The
Administrative
Agent
may
also
rely
upon
anystatement
made
to
it
orally
or
by
telephone
and
believed
by
it
to
be
made
by
the
proper
Person
and
shall
not
incur
any
liability
for
relying
thereon.
TheAdministrative
Agent
may
consult
with
legal
counsel
(including
counsel
for
Parent
and
the
Borrower),
independent
public
accountants
and
other
experts
selectedby
it
and
shall
not
be
liable
for
any
action
taken
or
not
taken
by
it
in
accordance
with
the
advice
of
such
counsel,
accountants
or
experts.Section 9.6 The Administrative Agent in its Individual Capacity .
The
bank
serving
as
the
Administrative
Agent
shall
have
the
samerights
and
powers
under
this
Agreement
and
any
other
Loan
Document
in
its
capacity
as
a
Lender
as
any
other
Lender
and
may
exercise
or
refrain
from
exercisingthe
same
as
though
it
were
not
the
Administrative
Agent;
and
the
terms
“Lenders”,
“Required
Lenders”,
“Required
Revolving
Lenders”,
or
any
similar
terms
shall,unless
the
context
clearly
otherwise
indicates,
include
the
Administrative
Agent
in
its
individual
capacity.
The
bank
acting
as
the
Administrative
Agent
and
itsAffiliates
may
accept
deposits
from,
lend
money
to,
and
generally
engage
in
any
kind
of
business
with
Parent,
the
Borrower
or
any
Subsidiary
or
Affiliate
of
theBorrower
or
Parent
as
if
it
were
not
the
Administrative
Agent
hereunder.Section 9.7 Successor Administrative Agent .(a)
The
Administrative
Agent
may
resign
at
any
time
by
giving
notice
thereof
to
the
Lenders
and
the
Borrower.
Upon
any
suchresignation,
the
Required
Lenders
shall
have
the
right
to
appoint
a
successor
Administrative
Agent,
subject
to
approval
by
the
Borrower
provided
that
noDefault
or
Event
of
Default
shall
exist
at
such
time.
If
no
successor
Administrative
Agent
shall
have
been
so
appointed,
and
shall
have
accepted
suchappointment
within
30
days
after
the
retiring
Administrative
Agent
gives
notice
of
resignation,
then
the
retiring
Administrative
Agent
may,
on
behalf
ofthe
Lenders,
appoint
a
successor
Administrative
Agent
which
shall
be
a
commercial
bank
organized
under
the
laws
of
the
United
States
or
any
statethereof
or
a
bank
which
maintains
an
office
in
the
United
States.(b)
Upon
the
acceptance
of
its
appointment
as
the
Administrative
Agent
hereunder
by
a
successor,
such
successorAdministrative
Agent
shall
there-upon
succeed
to
and
become
vested
with
all
the
rights,
powers,
privileges
and
duties
of
the
retiring
AdministrativeAgent,
and
the
retiring
Administrative
Agent
shall
be
discharged
from
its
duties
and
obligations
under
this
Agreement
and
the
other
Loan
Documents.
If,within
45
days
after
written
notice
is
given
of
the
retiring
Administrative
Agent’s
resignation
under
this
Section,
no
successor
Administrative
Agent
shallhave
been68Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.appointed
and
shall
have
accepted
such
appointment,
then
on
such
45
th
day
(i)
the
retiring
Administrative
Agent’s
resignation
shall
become
effective,
(ii)the
retiring
Administrative
Agent
shall
thereupon
be
discharged
from
its
duties
and
obligations
under
the
Loan
Documents
and
(iii)
the
Required
Lendersshall
thereafter
perform
all
duties
of
the
retiring
Administrative
Agent
under
the
Loan
Documents
until
such
time
as
the
Required
Lenders
appoint
asuccessor
Administrative
Agent
as
provided
above.
After
any
retiring
Administrative
Agent’s
resignation
hereunder,
the
provisions
of
this
Article
shallcontinue
in
effect
for
the
benefit
of
such
retiring
Administrative
Agent
and
its
representatives
and
agents
in
respect
of
any
actions
taken
or
not
taken
byany
of
them
while
it
was
serving
as
the
Administrative
Agent.(c)
In
addition
to
the
foregoing,
if
a
Lender
becomes,
and
during
the
period
it
remains,
a
Defaulting
Lender,
and
if
any
Defaulthas
arisen
from
a
failure
of
the
Borrower
to
comply
with
Section
2.26(b)
,
then
the
Issuing
Bank
and
the
Swingline
Lender
may,
upon
prior
written
noticeto
the
Borrower
and
the
Administrative
Agent,
resign
as
Issuing
Bank
or
as
Swingline
Lender,
as
the
case
may
be,
effective
at
the
close
of
businessAtlanta,
Georgia
time
on
a
date
specified
in
such
notice
(which
date
may
not
be
less
than
five
(5)
Business
Days
after
the
date
of
such
notice).Section 9.8 Withholding Tax .
To
the
extent
required
by
any
applicable
law,
the
Administrative
Agent
may
withhold
from
any
interestpayment
to
any
Lender
an
amount
equivalent
to
any
applicable
withholding
tax.
If
the
Internal
Revenue
Service
or
any
authority
of
the
United
States
or
any
otherjurisdiction
asserts
a
claim
that
the
Administrative
Agent
did
not
properly
withhold
tax
from
amounts
paid
to
or
for
the
account
of
any
Lender
(because
theappropriate
form
was
not
delivered
or
was
not
properly
executed,
or
because
such
Lender
failed
to
notify
the
Administrative
Agent
of
a
change
in
circumstancesthat
rendered
the
exemption
from,
or
reduction
of,
withholding
tax
ineffective,
or
for
any
other
reason),
such
Lender
shall
indemnify
the
Administrative
Agent
(tothe
extent
that
the
Administrative
Agent
has
not
already
been
reimbursed
by
the
Borrower
and
without
limiting
the
obligation
of
the
Borrower
to
do
so)
fully
for
allamounts
paid,
directly
or
indirectly,
by
the
Administrative
Agent
as
tax
or
otherwise,
including
penalties
and
interest,
together
with
all
expenses
incurred,
includinglegal
expenses,
allocated
staff
costs
and
any
out
of
pocket
expenses.Section 9.9 The Administrative Agent May File Proofs of Claim .(a)
In
case
of
the
pendency
of
any
receivership,
insolvency,
liquidation,
bankruptcy,
reorganization,
arrangement,
adjustment,composition
or
other
judicial
proceeding
relative
to
any
Loan
Party,
the
Administrative
Agent
(irrespective
of
whether
the
principal
of
any
Loan
or
anyRevolving
Credit
Exposure
shall
then
be
due
and
payable
as
herein
expressed
or
by
declaration
or
otherwise
and
irrespective
of
whether
theAdministrative
Agent
shall
have
made
any
demand
on
the
Borrower)
shall
be
entitled
and
empowered,
by
intervention
in
such
proceeding
or
otherwise:(i)
to
file
and
prove
a
claim
for
the
whole
amount
of
the
principal
and
interest
owing
and
unpaid
in
respect
of
theLoans
or
Revolving
Credit
Exposure
and
all
other
Obligations
that
are
owing
and
unpaid
and
to
file
such
other
documents
as
may
be
necessaryor
advisable
in
order
to
have
the
claims
of
the
Lenders,
the
Issuing
Bank
and
the
Administrative
Agent
(including
any
claim
for
the
reasonablecompensation,
expenses,
disbursements
and
advances
of
the
Lenders,
the
Issuing
Bank
and
the
Administrative
Agent
and
its
agents
and
counseland
all
other
amounts
due
the
Lenders,
the
Issuing
Bank
and
the
Administrative
Agent
under
Section
10.3
)
allowed
in
such
judicial
proceeding;and(ii)
to
collect
and
receive
any
monies
or
other
property
payable
or
deliverable
on
any
such
claims
and
to
distribute
thesame.(b)
Any
custodian,
receiver,
assignee,
trustee,
liquidator,
sequestrator
or
other
similar
official
in
any
such
judicial
proceedingis
hereby
authorized
by
each
Lender
and
the
Issuing
Bank
to
make
such
payments
to
the
Administrative
Agent
and,
if
the
Administrative
Agent
shallconsent
to
the
making
of
such
payments
directly
to
the
Lenders
and
the
Issuing
Bank,
to
pay
to
the
Administrative
Agent
any
amount
due
for
thereasonable
compensation,
expenses,
disbursements
and
advances
of
the
Administrative
Agent
and
its
agents
and
counsel,
and
any
other
amounts
due
theAdministrative
Agent
under
Section
10.3
.Nothing
contained
herein
shall
be
deemed
to
authorize
the
Administrative
Agent
to
authorize
or
consent
to
or
accept
or
adopt
on
behalf
of
anyLender
or
the
Issuing
Bank
any
plan
of
reorganization,
arrangement,
adjustment
or
composition
affecting
the
Obligations
or
the
rights
of
any
Lender
or
to
authorizethe
Administrative
Agent
to
vote
in
respect
of
the
claim
of
any
Lender
in
any
such
proceeding.Section 9.10 Authorization to Execute Other Loan Documents .
Each
Lender
hereby
authorizes
the
Administrative
Agent
to
executeon
behalf
of
all
Lenders
all
Loan
Documents
(including,
without
limitation,
the
Collateral
Documents,
and
any
subordination
agreements
or
intercreditoragreements)
other
than
this
Agreement.69Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Section 9.11 Collateral and Guaranty Matters .
The
Lenders
irrevocably
authorize
the
Administrative
Agent,
at
its
option
and
in
itsdiscretion:(a)
to
release
any
Lien
on
any
property
granted
to
or
held
by
the
Administrative
Agent
under
any
Loan
Document
(i)
upon
thetermination
of
all
Revolving
Commitments,
the
Cash
Collateralization
of
all
reimbursement
obligations
with
respect
to
Letters
of
Credit
in
an
amountequal
to
105%
of
the
aggregate
LC
Exposure
of
all
Lenders,
and
the
payment
in
full
of
all
Obligations
(other
than
contingent
indemnification
obligationsand
such
Cash
Collateralized
reimbursement
obligations),
(ii)
that
is
sold
or
to
be
sold
as
part
of
or
in
connection
with
any
sale
permitted
hereunder
orunder
any
other
Loan
Document,
or
(iii)
if
approved,
authorized
or
ratified
in
writing
in
accordance
with
Section
10.2
;(b)
to
release
any
Loan
Party
from
its
obligations
under
the
applicable
Collateral
Documents
if
such
Person
ceases
to
be
aSubsidiary
as
a
result
of
a
transaction
permitted
hereunder;
and(c)
to
subordinate
any
Lien
on
any
property
granted
to
or
held
by
the
Administrative
Agent
under
any
Loan
Document
to
theholder
of
any
Lien
on
such
property
that
is
permitted
by
Section
7.2(d).Upon
request
by
the
Administrative
Agent
at
any
time,
the
Required
Lenders
will
confirm
in
writing
the
Administrative
Agent’s
authority
to
release
its
interest
inparticular
types
or
items
of
property,
or
to
release
any
Loan
Party
from
its
obligations
under
the
applicable
Collateral
Documents
pursuant
to
this
Section.
In
eachcase
as
specified
in
this
Section,
the
Administrative
Agent
is
authorized,
at
the
Borrower’s
expense,
to
execute
and
deliver
to
the
applicable
Loan
Party
suchdocuments
as
such
Loan
Party
may
reasonably
request
to
evidence
the
release
of
such
item
of
Collateral
from
the
Liens
granted
under
the
applicable
CollateralDocuments,
or
to
release
such
Loan
Party
from
its
obligations
under
the
applicable
Collateral
Documents,
in
each
case
in
accordance
with
the
terms
of
the
LoanDocuments
and
this
Section.Section 9.12 Right to Realize on Collateral and Enforce Guarantee .
Anything
contained
in
any
of
the
Loan
Documents
to
thecontrary
notwithstanding,
Parent,
the
Borrower,
the
Administrative
Agent
and
each
Lender
hereby
agree
that
(i)
no
Lender
shall
have
any
right
individually
torealize
upon
any
of
the
Collateral
or
to
enforce
the
Collateral
Documents,
it
being
understood
and
agreed
that
all
powers,
rights
and
remedies
hereunder
and
underthe
Collateral
Documents
may
be
exercised
solely
by
the
Administrative
Agent,
and
(ii)
in
the
event
of
a
foreclosure
by
the
Administrative
Agent
on
any
of
theCollateral
pursuant
to
a
public
or
private
sale
or
other
disposition,
the
Administrative
Agent
or
any
Lender
may
be
the
purchaser
or
licensor
of
any
or
all
of
suchCollateral
at
any
such
sale
or
other
disposition
and
the
Administrative
Agent,
as
agent
for
and
representative
of
the
Lenders
(but
not
any
Lender
or
Lenders
in
its
ortheir
respective
individual
capacities
unless
the
Required
Lenders
shall
otherwise
agree
in
writing),
shall
be
entitled,
for
the
purpose
of
bidding
and
makingsettlement
or
payment
of
the
purchase
price
for
all
or
any
portion
of
the
Collateral
sold
at
any
such
public
sale,
to
use
and
apply
any
of
the
Obligations
as
a
crediton
account
of
the
purchase
price
for
any
collateral
payable
by
the
Administrative
Agent
at
such
sale
or
other
disposition.Section 9.13 Secured Bank Product Obligations and Hedging Obligations .
No
Bank
Product
Provider
or
Lender-Related
HedgeProvider
that
obtains
the
benefits
of
Section
8.2
,
the
Collateral
Documents
or
any
Collateral
by
virtue
of
the
provisions
hereof
or
of
any
other
Loan
Documentshall
have
any
right
to
notice
of
any
action
or
to
consent
to,
direct
or
object
to
any
action
hereunder
or
under
any
other
Loan
Document
or
otherwise
in
respect
ofthe
Collateral
(including
the
release
or
impairment
of
any
Collateral)
other
than
in
its
capacity
as
a
Lender
and,
in
such
case,
only
to
the
extent
expressly
providedin
the
Loan
Documents.
Notwithstanding
any
other
provision
of
this
Article
to
the
contrary,
the
Administrative
Agent
shall
not
be
required
to
verify
the
paymentof,
or
that
other
satisfactory
arrangements
have
been
made
with
respect
to,
Bank
Product
Obligations
and
Hedging
Obligations
unless
the
Administrative
Agent
hasreceived
written
notice
of
such
Obligations,
together
with
such
supporting
documentation
as
the
Administrative
Agent
may
request,
from
the
applicable
BankProduct
Provider
or
Lender-Related
Hedge
Provider,
as
the
case
may
be.Section 9.14 Syndication Agent .
Each
Lender
hereby
designates
each
of
Bank
of
America,
N.A.,
Royal
Bank
of
Canada,
Fifth
ThirdBank,
and
Regions
Bank
as
a
Syndication
Agent
and
agrees
that
no
Syndication
Agent
shall
have
any
duties
or
obligations
under
any
Loan
Documents
to
anyLender
or
any
Loan
Party.ARTICLE XMISCELLANEOUSSection 10.1 Notices .(a)
Written
Notices
.70Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(i)
All
notices
and
other
communications
to
any
party
herein
to
be
effective
shall
be
in
writing
and
shall
be
deliveredby
hand
or
overnight
courier
service,
mailed
by
certified
or
registered
mail
or
sent
by
telecopy
or
electronic
mail,
as
follows:To
any
Loan
Party:LendingTree,
LLC11115
Rushmore
DriveCharlotte,
North
Carolina
28277Attention:
Chief
Financial
OfficerTelecopy
Number:
(704)
541-1824E-mail:
JD.Moriarty@lendingtree.comandLendingTree,
LLC11115
Rushmore
DriveCharlotte,
North
Carolina
28277Attention:
General
CounselTelecopy
Number:
(704)
541-1824E-mail:
Katharine.Pierce@lendingtree.comWith
a
copy
to
(forInformation
purposes
only):Sheppard,
Mullin,
Richter
&
Hampton
LLP333
S.
Hope
St.,
43
rd
FloorLos
Angeles,
California
90071Attention:
Brent
E.
HorstmanTelecopy
Number:
(213)
443-2722E-mail:
bhorstman@sheppardmullin.comTo
the
AdministrativeAgent:















SunTrust
Bank3333
Peachtree
Road,
N.E.7th
FloorAtlanta,
Georgia
30326Attention:
Cynthia
BurtonTelecopy
Number:
(404)
926-5173E-mail:
Cynthia.Burton@SunTrust.comWith
a
copy
to
(forInformation
purposes
only):



SunTrust
BankAgency
Services303
Peachtree
Street,
N.E.
/
25
th
FloorAtlanta,
Georgia
30308Attention:
ManagerTelecopy
Number:
(404)
495-2170E-mail:
Agency.Services@SunTrust.comandJones
Day1420
Peachtree
Street,
N.E.Suite
800Atlanta,
Georgia
30309Attention:
Aldo
L.
LaFiandraTelecopy
Number:
(404)
581-8330E-mail:
alafiandra@jonesday.com71Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.To
the
Issuing
Bank:







SunTrust
Bank245
Peachtree
Center
Avenue,
17th
FloorMail
Code
3707Atlanta,
Georgia
30303Attention:
Standby
Letter
of
Credit
Dept.Telephone
Number:
800-951-7847E-mail:
LCandTradeServices@SunTrust.comTo
the
Swingline
Lender:







SunTrust
BankAgency
Services303
Peachtree
Street,
N.E.
/
25
th
FloorAtlanta,
Georgia
30308Attention:
ManagerTelecopy
Number:
(404)
495-2170E-mail:
Agency.Services@SunTrust.comTo
any
other
Lender:







the
address
set
forth
in
the
Administrative
Questionnaire
or
theAssignment
and
Assumption
executed
by
such
LenderAny
party
hereto
may
change
its
address
or
telecopy
number
for
notices
and
other
communications
hereunder
by
notice
to
the
other
parties
hereto.
Allsuch
notices
and
other
communications
shall
be
effective
upon
actual
receipt
by
the
relevant
Person
or,
if
delivered
by
overnight
courier
service,
upon
thefirst
Business
Day
after
the
date
deposited
with
such
courier
service
for
overnight
(next-day)
delivery
or,
if
sent
by
telecopy,
upon
transmittal
in
legibleform
by
facsimile
machine
or,
if
mailed,
upon
the
third
Business
Day
after
the
date
deposited
into
the
mail
or,
if
delivered
by
hand,
upon
delivery
or,
ifsent
by
electronic
mail,
as
described
in
clause
(b)
below;
provided
that
notices
delivered
to
the
Administrative
Agent,
the
Issuing
Bank
or
the
SwinglineLender
shall
not
be
effective
until
actually
received
by
such
Person
at
its
address
specified
in
this
Section.(ii)
Any
agreement
of
the
Administrative
Agent,
the
Issuing
Bank
or
any
Lender
herein
to
receive
certain
notices
bytelephone
or
facsimile
is
solely
for
the
convenience
and
at
the
request
of
Parent
and
the
Borrower.
The
Administrative
Agent,
the
Issuing
Bankand
each
Lender
shall
be
entitled
to
rely
on
the
authority
of
any
Person
purporting
to
be
a
Person
authorized
by
Parent
or
the
Borrower
to
givesuch
notice
and
the
Administrative
Agent,
the
Issuing
Bank
and
the
Lenders
shall
not
have
any
liability
to
Parent,
the
Borrower
or
other
Personon
account
of
any
action
taken
or
not
taken
by
the
Administrative
Agent,
the
Issuing
Bank
or
any
Lender
in
reliance
upon
such
telephonic
orfacsimile
notice.
The
obligation
of
the
Borrower
to
repay
the
Loans
and
all
other
Obligations
hereunder
shall
not
be
affected
in
any
way
or
toany
extent
by
any
failure
of
the
Administrative
Agent,
the
Issuing
Bank
or
any
Lender
to
receive
written
confirmation
of
any
telephonic
orfacsimile
notice
or
the
receipt
by
the
Administrative
Agent,
the
Issuing
Bank
or
any
Lender
of
a
confirmation
which
is
at
variance
with
the
termsunderstood
by
the
Administrative
Agent,
the
Issuing
Bank
and
such
Lender
to
be
contained
in
any
such
telephonic
or
facsimile
notice.(b)
Electronic
Communications
.(i)
Notices
and
other
communications
to
the
Lenders
and
the
Issuing
Bank
hereunder
may
be
delivered
or
furnishedby
electronic
communication
(including
e‑mail
and
Internet
or
intranet
websites)
pursuant
to
procedures
approved
by
the
Administrative
Agent,provided
that
the
foregoing
shall
not
apply
to
notices
to
any
Lender
or
the
Issuing
Bank
if
such
Lender
or
such
Issuing
Bank,
as
applicable,
hasnotified
the
Administrative
Agent
that
it
is
incapable
of
receiving,
or
is
unwilling
to
receive,
notices
by
electronic
communication.
TheAdministrative
Agent,
Parent
or
the
Borrower
may,
in
its
discretion,
agree
to
accept
notices
and
other
communications
to
it
hereunder
byelectronic
communications
pursuant
to
procedures
approved
by
it;
provided
that
approval
of
such
procedures
may
be
limited
to
particular
noticesor
communications.(ii)
Unless
the
Administrative
Agent
otherwise
prescribes,
(A)
notices
and
other
communications
sent
to
an
e-mailaddress
shall
be
deemed
received
upon
the
sender’s
receipt
of
an
acknowledgement
from
the
intended
recipient
(such
as
by
the
“return
receiptrequested”
function,
as
available,
return
e-mail
or
other
written
acknowledgement)
and
(B)
notices
or
communications
posted
to
an
Internet
orintranet
website
shall
be
deemed
received
upon
the
deemed
receipt
by
the
intended
recipient
at
its
e-mail
address
as
described
in
the
foregoingclause
(A)
of
notification
that
such
notice
or
communication
is
available
and
identifying
the
website
address
therefor;
provided
that,
in
the
caseof
clauses
(A)
and
(B)
above,
if
such
notice
or
other
communication
is
not
sent
during
the
normal
business
hours
of
the
recipient,
such
notice
or72Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.communication
shall
be
deemed
to
have
been
sent
at
the
opening
of
business
on
the
next
Business
Day
for
the
recipient,
and
(ii)
notices
orcommunications
posted
to
an
Internet
or
intranet
website
shall
be
deemed
received
upon
the
deemed
receipt
by
the
intended
recipient
at
its
e-mail
address
as
described
in
the
foregoing
clause
(i)
of
notification
that
such
notice
or
communication
is
available
and
identifying
the
websiteaddress
therefor.(iii)
Each
of
the
Parent
and
Borrower
agrees
that
the
Administrative
Agent
may,
but
shall
not
be
obligated
to,
makeCommunications
(as
defined
below)
available
to
the
Issuing
Bank
and
the
other
Lenders
by
posting
the
Communications
on
Debt
Domain,Intralinks,
Syndtrak,
ClearPar
or
a
substantially
similar
electronic
system.(iv)
THE
PLATFORM
IS
PROVIDED
“AS
IS”
AND
“AS
AVAILABLE.”
NEITHER
THE
ADMINISTRATIVEAGENT
NOR
ANY
OF
ITS
RELATED
PARTIES
WARRANT
THE
ACCURACY
OR
COMPLETENESS
OF
THE
BORROWERMATERIALS
OR
THE
ADEQUACY
OF
THE
PLATFORM,
AND
EXPRESSLY
DISCLAIM
LIABILITY
FOR
ERRORS
IN
OROMISSIONS
IN
THE
COMMUNICATIONS
(AS
DEFINED
BELOW)
AND
FROM
THE
BORROWER
MATERIALS.
NO
WARRANTY
OFANY
KIND,
EXPRESS,
IMPLIED
OR
STATUTORY,
INCLUDING
ANY
WARRANTY
OR
MERCHANTABILITY,
FITNESS
FOR
APARTICULAR
PURPOSE,
NONINFRINGEMENT
OF
THIRD
PARTY
RIGHTS
OR
FREEDOM
FROM
VIRUSES
OR
OTHER
CODEDEFECTS,
IS
MADE
BY
THE
ADMINISTRATIVE
AGENT
OR
ANY
OF
ITS
RELATED
PARTIES
IN
CONNECTION
WITH
THEBORROWER
MATERIALS
OR
THE
PLATFORM.
In
no
event
shall
the
Administrative
Agent
or
any
of
its
Related
Parties
have
any
liability
toany
Loan
Party
or
any
of
their
respective
Subsidiaries,
any
Lender,
any
Issuing
Bank
or
any
other
Person
or
entity
for
losses,
claims,
damages,liabilities
or
expenses
of
any
kind,
including,
without
limitation,
direct
or
indirect,
special,
incidental
or
consequential
damages,
losses
orexpenses,
whether
or
not
based
on
strict
liability
(whether
in
tort,
contract
or
otherwise),
arising
out
of
any
Loan
Party’s
or
the
AdministrativeAgent’s
transmission
of
Borrower
Materials
through
the
Internet,
except
to
the
extent
that
such
losses,
claims,
damages,
liabilities
or
expensesare
determined
by
a
court
of
competent
jurisdiction
by
a
final
and
nonappealable
judgment
to
have
resulted
from
the
gross
negligence
or
willfulmisconduct
of
the
Administrative
Agent
or
such
Related
Party;
provided
,
however,
that
in
no
event
shall
the
Administrative
Agent
or
anyRelated
Party
have
any
liability
to
any
Loan
Party
or
any
of
their
respective
Subsidiaries,
any
Lender,
any
Issuing
Bank
or
any
other
Person
forindirect,
special,
incidental,
consequential
or
punitive
damages
(as
opposed
to
direct
or
actual
damages)
arising
out
of
any
Loan
Party’s
or
theAdministrative
Agent’s
transmission
of
Communications.
“Communications”
means,
collectively,
any
notice,
demand,
communication,information,
document
or
other
material
provided
by
or
on
behalf
of
any
Loan
Party
pursuant
to
any
Loan
Document
or
the
transactionscontemplated
therein
which
is
distributed
by
the
Administrative
Agent,
any
Lender
or
the
Issuing
Bank
by
means
of
electronic
communicationspursuant
to
this
Section,
including
through
the
Platform.Section 10.2 Waiver; Amendments .(a)
No
failure
or
delay
by
the
Administrative
Agent,
the
Issuing
Bank
or
any
Lender
in
exercising
any
right
or
powerhereunder
or
under
any
other
Loan
Document,
and
no
course
of
dealing
between
Parent
and/or
the
Borrower
and
the
Administrative
Agent
or
any
Lender
,shall
operate
as
a
waiver
thereof,
nor
shall
any
single
or
partial
exercise
of
any
such
right
or
power,
or
any
abandonment
or
discontinuance
of
steps
toenforce
such
right
or
power,
preclude
any
other
or
further
exercise
thereof
or
the
exercise
of
any
other
right
or
power
hereunder
or
thereunder.
The
rightsand
remedies
of
the
Administrative
Agent,
the
Issuing
Bank
and
the
Lenders
hereunder
and
under
the
other
Loan
Documents
are
cumulative
and
are
notexclusive
of
any
rights
or
remedies
provided
by
law.
No
waiver
of
any
provision
of
this
Agreement
or
of
any
other
Loan
Document
or
consent
to
anydeparture
by
Parent
and/or
the
Borrower
therefrom
shall
in
any
event
be
effective
unless
the
same
shall
be
permitted
by
subsection
(b)
of
this
Section,
andthen
such
waiver
or
consent
shall
be
effective
only
in
the
specific
instance
and
for
the
purpose
for
which
given.
Without
limiting
the
generality
of
theforegoing,
the
making
of
a
Loan
or
the
issuance
of
a
Letter
of
Credit
shall
not
be
construed
as
a
waiver
of
any
Default
or
Event
of
Default,
regardless
ofwhether
the
Administrative
Agent,
any
Lender
or
the
Issuing
Bank
may
have
had
notice
or
knowledge
of
such
Default
or
Event
of
Default
at
the
time.(b)
No
amendment
or
waiver
of
any
provision
of
this
Agreement
or
of
the
other
Loan
Documents
(other
than
the
Fee
Letter),nor
consent
to
any
departure
by
Parent
and/or
the
Borrower
therefrom,
shall
in
any
event
be
effective
unless
the
same
shall
be
in
writing
and
signed
byParent,
the
Borrower
and
the
Required
Lenders,
or
Parent,
the
Borrower
and
the
Administrative
Agent
with
the
consent
of
the
Required
Lenders,
and
thensuch
amendment,
waiver
or
consent
shall
be
effective
only
in
the
specific
instance
and
for
the
specific
purpose
for
which
given;
provided
that,
in
additionto
the
consent
of
the
Required
Lenders,
no
amendment,
waiver
or
consent
shall:(i)
increase
the
Commitment
of
any
Lender
without
the
written
consent
of
such
Lender;73Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(ii)
reduce
the
principal
amount
of
any
Loan
or
LC
Disbursement
or
reduce
the
rate
of
interest
thereon,
or
reduce
anyfees
or
other
amounts
payable
hereunder,
without
the
written
consent
of
each
Lender
affected
thereby
(except
that
any
amendment
ormodification
of
defined
terms
used
in
the
financial
covenant
set
forth
in
Article
VI
or
waiver
of
post-default
rates
of
interest
shall
not
constitute
areduction
in
the
rate
of
interest
or
fees
for
purposes
of
this
clause
(ii));(iii)
postpone
the
date
fixed
for
any
payment
of
any
principal
of,
or
interest
on,
any
Loan
or
LC
Disbursement
or
anyfees
or
other
amounts
hereunder
or
reduce
the
amount
of,
waive
or
excuse
any
such
payment,
or
postpone
the
scheduled
date
for
the
terminationor
reduction
of
any
Commitment,
without
the
written
consent
of
each
Lender
affected
thereby
(it
being
understood
that
a
waiver
of
any
conditionprecedent
or
the
waiver
of
any
Default,
Event
of
Default
or
mandatory
prepayment
shall
not
constitute
a
postponement,
waiver,
extension
orincrease
of
any
Loan
or
Commitment
hereunder);(iv)
change
Section
8.2
in
a
manner
that
would
alter
the
pro rata sharing
of
payments
or
order
of
application
requiredthereby
without
the
written
consent
of
each
Lender;(v)
change
Section
2.21(b)
or
(c)
in
a
manner
that
would
alter
the
pro rata sharing
of
payments
required
thereby,without
the
written
consent
of
each
Lender;(vi)
change
any
of
the
provisions
of
this
subsection
(b)
or
the
definition
of
“Required
Lenders”
or
“RequiredRevolving
Lenders”
any
other
provision
hereof
specifying
the
number
or
percentage
of
Lenders
which
are
re-quired
to
waive,
amend
or
modifyany
rights
hereunder
or
make
any
determination
or
grant
any
consent
hereunder,
without
the
consent
of
each
Lender
directly
affected
thereby;(vii)
release
or
limit
the
liability
of
all
or
substantially
all
of
the
guarantors
under
any
guaranty
agreementguaranteeing
any
of
the
Obligations,
without
the
written
consent
of
each
Lender;
or(viii)
release
all
or
substantially
all
of
the
Collateral
securing
any
of
the
Obligations,
without
the
written
consent
ofeach
Lender;provided
,
further
,
that
no
such
amendment,
waiver
or
consent
shall
amend,
modify
or
otherwise
affect
the
rights,
duties
or
obligations
of
the
AdministrativeAgent,
the
Swingline
Lender
or
the
Issuing
Bank
without
the
prior
written
consent
of
such
Person.Notwithstanding
anything
to
the
contrary
herein,
(A)
no
Defaulting
Lender
shall
have
any
right
to
approve
or
disapprove
any
amendment,
waiveror
consent
hereunder,
except
that
the
Commitment
of
such
Lender
may
not
be
increased
or
extended,
and
amounts
payable
to
such
Lender
hereunder
may
not
bepermanently
reduced,
without
the
consent
of
such
Lender
(other
than
reductions
in
fees
and
interest
in
which
such
reduction
does
not
disproportionately
affect
suchLender),
(B)
any
waiver,
amendment
or
modification
requiring
the
consent
of
all
Lenders
or
each
affected
Lender
which
affects
any
Defaulting
Lender
differentlythan
other
affected
Lenders
shall
require
the
consent
of
such
Defaulting
Lender,
(C)
subject
to
Section
2.25
,
this
Agreement
may
be
amended
and
restated
withoutthe
consent
of
any
Lender
(but
with
the
consent
of
Parent,
the
Borrower
and
the
Administrative
Agent)
if,
upon
giving
effect
to
such
amendment
and
restatement,such
Lender
shall
no
longer
be
a
party
to
this
Agreement
(as
so
amended
and
restated),
the
Commitments
of
such
Lender
shall
have
terminated
(but
such
Lendershall
continue
to
be
entitled
to
the
benefits
of
Sections
2.18
,
2.19
,
2.20
and
10.3
),
such
Lender
shall
have
no
other
commitment
or
other
obligation
hereunder
andsuch
Lender
shall
have
been
paid
in
full
all
principal,
interest
and
other
amounts
owing
to
it
or
accrued
for
its
account
under
this
Agreement,
(D)
theAdministrative
Agent
may,
with
the
consent
of
Parent
and
the
Borrower
only,
amend,
modify
or
supplement
this
Agreement
or
any
of
the
other
Loan
Documents
tocure
any
ambiguity,
omission,
mistake,
defect
or
inconsistency
so
long
as,
in
each
case,
the
Lenders
shall
have
received
at
least
five
(5)
Business
Days’
priorwritten
notice
thereof
and
the
Administrative
Agent
shall
not
have
received,
within
five
(5)
Business
Days
of
the
date
of
such
notice
to
the
Lenders,
a
writtennotice
from
the
Required
Lenders
stating
that
the
Required
Lenders
object
to
such
amendment,
and
(E)
the
conditions
of
Section
3.2
hereof
with
respect
to
theRevolving
Loans
and
Letters
of
Credit
shall
not
be
deemed
satisfied
by
virtue
of
any
waiver
of
an
existing
Default
or
Event
of
Default
unless
such
waiver
shall
beconsented
to
by
Required
Revolving
Lenders.Section 10.3 Expenses; Indemnification .(a)
The
Borrower
shall
pay
(i)
all
reasonable
and
documented
out-of-pocket
costs
and
expenses
of
the
Administrative
Agentand
its
Affiliates,
including
the
reasonable
and
documented
fees,
charges
and
disbursements
of
counsel
for
the
Administrative
Agent
and
its
Affiliates,
inconnection
with
the
syndication
of
the
credit
facilities
provided
for
herein,
the
preparation,
administration
and
enforcement
of
the
Loan
Documents
andany
amendments,
modifications
or
waivers
thereof
(whether
or
not
the
transactions
contemplated
in
this
Agreement
or
any
other
Loan
Document
shall
beconsummated),
including
the
reasonable
and
documented
fees,
charges
and
disbursements
of
counsel
for
the74Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Administrative
Agent
and
its
Affiliates,
(ii)
all
reasonable
and
documented
out-of-pocket
expenses
incurred
by
the
Issuing
Bank
in
connection
with
theissuance,
amendment,
renewal
or
extension
of
any
Letter
of
Credit
or
any
demand
for
payment
thereunder
and
(iii)
not
in
limitation
of
the
obligationsunder
clauses
(i)
and
(ii)
above,
all
reasonable
and
documented
out-of-pocket
costs
and
expenses
(including,
without
limitation,
the
reasonable
anddocumented
fees,
charges
and
disbursements
of
outside
counsel
and
consultants)
incurred
by
the
Administrative
Agent,
the
Sole
Arranger,
the
IssuingBank
or
any
Lender
in
connection
with
the
enforcement
or
protection
of
its
rights
in
connection
with
this
Agreement,
including
its
rights
under
thisSection,
or
in
connection
with
the
Loans
made
or
any
Letters
of
Credit
issued
hereunder,
including
all
such
out-of-pocket
expenses
incurred
during
anyworkout,
restructuring
or
negotiations
in
respect
of
such
Loans
or
Letters
of
Credit;
provided
,
that
the
fees,
charges
and
disbursements
of
outside
counselpaid
under
this
clause
(iii)
shall
be
limited
to
the
reasonable
and
documented
fees,
charges
and
disbursements
of
one
outside
counsel
to
the
AdministrativeAgent
and
one
outside
counsel
to
the
Lenders,
taken
as
a
whole,
and,
solely
in
the
case
of
an
actual
or
perceived
conflict
of
interest,
one
additional
outsidecounsel
to
all
affected
persons
taken
as
a
whole,
and,
if
necessary,
of
one
local
outside
counsel
to
the
Administrative
Agent
and
one
local
outside
counselto
the
Lenders,
taken
as
a
whole,
in
any
relevant
material
jurisdiction
to
the
Administrative
Agent
and
Lenders
and,
solely
in
the
case
of
an
actual
orperceived
conflict
of
interest,
one
additional
outside
local
counsel
to
all
affected
persons,
taken
as
a
whole.(b)
The
Borrower
shall
indemnify
the
Administrative
Agent
(and
any
sub-agent
thereof),
the
Sole
Arranger,
each
Lender
andthe
Issuing
Bank,
and
each
Related
Party
of
any
of
the
foregoing
Persons
(each
such
Person
being
called
an
“
Indemnitee
”)
against,
and
hold
eachIndemnitee
harmless
from,
any
and
all
losses,
claims,
damages,
liabilities
and
related
expenses
(including
the
reasonable
and
documented
out-of-pocketfees,
charges
and
disbursements
of
any
counsel
for
any
Indemnitee),
and
shall
indemnify
and
hold
harmless
each
Indemnitee
from
all
fees
and
timecharges
and
disbursements
for
attorneys
who
may
be
employees
of
any
Indemnitee,
incurred
by
any
Indemnitee
or
asserted
against
any
Indemnitee
by
anythird
party
or
by
the
Borrower
or
any
other
Loan
Party
arising
out
of,
in
connection
with,
or
as
a
result
of
(i)
the
execution
or
delivery
of
this
Agreement,any
other
Loan
Document,
or
any
agreement
or
instrument
contemplated
hereby
or
thereby,
the
performance
by
the
parties
hereto
of
their
respectiveobligations
hereunder
or
thereunder
or
the
consummation
of
the
transactions
contemplated
hereby
or
thereby,
(ii)
any
Loan
or
Letter
of
Credit
or
the
useor
proposed
use
of
the
proceeds
therefrom
(including
any
refusal
by
the
Issuing
Bank
to
honor
a
demand
for
payment
under
a
Letter
of
Credit
if
thedocuments
presented
in
connection
with
such
demand
do
not
strictly
comply
with
the
terms
of
such
Letter
of
Credit),
(iii)
any
actual
or
alleged
presenceor
Release
of
Hazardous
Materials
on
or
from
any
property
owned
or
operated
by
Parent
or
any
of
its
Subsidiaries,
or
any
Environmental
Liability
relatedin
any
way
to
Parent
or
any
of
its
Subsidiaries,
or
(iv)
any
actual
or
prospective
claim,
litigation,
investigation
or
proceeding
relating
to
any
of
theforegoing,
whether
based
on
contract,
tort
or
any
other
theory,
whether
brought
by
a
third
party
or
by
Parent,
the
Borrower
or
any
other
Loan
Party,
andregardless
of
whether
any
Indemnitee
is
a
party
thereto;
provided
that
such
indemnity
shall
not,
as
to
any
Indemnitee,
be
available
to
the
extent
that
suchlosses,
claims,
damages,
liabilities
or
related
expenses
are
determined
by
a
court
of
competent
jurisdiction
by
final
and
non-appealable
judgment
to
haveresulted
from
(x)
the
gross
negligence
or
willful
misconduct
of
such
Indemnitee,
(y)
a
claim
brought
by
the
Borrower
or
any
other
Loan
Party
against
anIndemnitee
for
a
material
breach
of
such
Indemnitee’s
funding
obligations
hereunder
or
(z)
a
proceeding
brought
by
an
Indemnitee
against
anotherIndemnitee
(other
than
a
proceeding
brought
by
an
Indemnitee
against
the
Administrative
Agent,
the
Issuing
Bank,
the
Swingline
Lender,
or
any
otheragent,
in
each
case
in
its
capacity
as
Administrative
Agent,
Issuing
Bank,
Swingline
Lender,
or
other
agent,
as
applicable).
No
Indemnitee
shall
be
liablefor
any
damages
arising
from
the
use
by
others
of
any
information
or
other
materials
obtained
through
Syndtrak,
Intralinks
or
any
other
Internet
orintranet
website,
except
as
a
result
of
such
Indemnitee’s
gross
negligence
or
willful
misconduct
as
determined
by
a
court
of
competent
jurisdiction
in
afinal
and
non-appealable
judgment.(c)
The
Borrower
shall
pay,
and
hold
the
Administrative
Agent,
the
Issuing
Bank
and
each
of
the
Lenders
harmless
from
andagainst,
any
and
all
present
and
future
stamp,
documentary,
and
other
similar
taxes
with
respect
to
this
Agreement
and
any
other
Loan
Documents,
anycollateral
described
therein
or
any
payments
due
thereunder,
and
save
the
Administrative
Agent,
the
Issuing
Bank
and
each
Lender
harmless
from
andagainst
any
and
all
liabilities
with
respect
to
or
resulting
from
any
delay
or
omission
to
pay
such
taxes.(d)
To
the
extent
that
the
Borrower
fails
to
pay
any
amount
required
to
be
paid
to
the
Administrative
Agent,
the
Issuing
Bankor
the
Swingline
Lender
under
subsection
(a),
(b)
or
(c)
hereof,
each
Lender
severally
agrees
to
pay
to
the
Administrative
Agent,
the
Issuing
Bank
or
theSwingline
Lender,
as
the
case
may
be,
such
Lender’s
pro rata share
(in
accordance
with
its
respective
Revolving
Commitment
(or
Revolving
CreditExposure,
as
applicable)
and
Loans
determined
as
of
the
time
that
the
unreimbursed
expense
or
indemnity
payment
is
sought)
of
such
unpaid
amount;provided
that
the
unreimbursed
expense
or
indemnified
payment,
claim,
damage,
liability
or
related
expense,
as
the
case
may
be,
was
incurred
by
orasserted
against
the
Administrative
Agent,
the
Issuing
Bank
or
the
Swingline
Lender
in
its
capacity
as
such.75Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(e)
To
the
extent
permitted
by
applicable
law,
neither
Parent
nor
the
Borrower
shall
assert,
and
each
of
Parent
and
theBorrower
hereby
waives,
any
claim
against
any
Indemnitee,
on
any
theory
of
liability,
for
special,
indirect,
consequential
or
punitive
damages
(as
opposedto
actual
or
direct
damages)
arising
out
of,
in
connection
with
or
as
a
result
of
this
Agreement,
any
other
Loan
Document
or
any
agreement
or
instrumentcontemplated
hereby,
the
transactions
contemplated
therein,
any
Loan
or
any
Letter
of
Credit
or
the
use
of
proceeds
thereof;
provided
that
nothing
in
thisclause
(e)
shall
relieve
the
Borrower
of
any
obligation
it
may
have
to
indemnify
any
Indemnitee
against
special,
indirect,
consequential
or
punitivedamages
asserted
against
such
Indemnitee
by
a
third
party.(f)
All
amounts
due
under
this
Section
shall
be
payable
promptly
after
written
demand
therefor.Section 10.4 Successors and Assigns .(a)
The
provisions
of
this
Agreement
shall
be
binding
upon
and
inure
to
the
benefit
of
the
parties
hereto
and
their
respectivesuccessors
and
assigns
permitted
hereby,
except
that
neither
Parent
nor
the
Borrower
may
assign
or
otherwise
transfer
any
of
its
rights
or
obligationshereunder
without
the
prior
written
consent
of
the
Administrative
Agent
and
each
Lender,
and
no
Lender
may
assign
or
otherwise
transfer
any
of
its
rightsor
obligations
hereunder
except
(i)
to
an
assignee
in
accordance
with
the
provisions
of
subsection
(b)
of
this
Section,
(ii)
by
way
of
participation
inaccordance
with
the
provisions
of
subsection
(d)
of
this
Section
or
(iii)
by
way
of
pledge
or
assignment
of
a
security
interest
subject
to
the
restrictions
ofsubsection
(f)
of
this
Section
(and
any
other
attempted
assignment
or
transfer
by
any
party
hereto
shall
be
null
and
void).
Nothing
in
this
Agreement,expressed
or
implied,
shall
be
construed
to
confer
upon
any
Person
(other
than
the
parties
hereto,
their
respective
successors
and
assigns
permitted
hereby,Participants
to
the
extent
provided
in
subsection
(d)
of
this
Section
and,
to
the
extent
expressly
contemplated
hereby,
the
Related
Parties
of
each
of
theAdministrative
Agent
and
the
Lenders)
any
legal
or
equitable
right,
remedy
or
claim
under
or
by
reason
of
this
Agreement.(b)
Any
Lender
may
at
any
time
assign
to
one
or
more
assignees
all
or
a
portion
of
its
rights
and
obligations
under
thisAgreement
(including
all
or
a
portion
of
its
Commitments,
Loans
and
other
Revolving
Credit
Exposure
at
the
time
owing
to
it);
provided
that
any
suchassignment
shall
be
subject
to
the
following
conditions:(i)
Minimum
Amounts
.(A)
in
the
case
of
an
assignment
of
the
entire
remaining
amount
of
the
assigning
Lender’s
Commitments,
Loans
andother
Revolving
Credit
Exposure
at
the
time
owing
to
it
or
in
the
case
of
an
assignment
to
a
Lender,
an
Affiliate
of
a
Lender
or
an
ApprovedFund,
no
minimum
amount
need
be
assigned;
and(B)
in
any
case
not
described
in
subsection
(b)(i)(A)
of
this
Section,
the
aggregate
amount
of
the
Commitment(which
for
this
purpose
includes
Loans
and
Revolving
Credit
Exposure
outstanding
thereunder)
or,
if
the
applicable
Commitment
is
not
then
ineffect,
the
principal
outstanding
balance
of
the
Loans
and
Revolving
Credit
Exposure
of
the
assigning
Lender
subject
to
each
such
assignment(determined
as
of
the
date
the
Assignment
and
Assumption
with
respect
to
such
assignment
is
delivered
to
the
Administrative
Agent
or,
if“Trade
Date”
is
specified
in
the
Assignment
and
Assumption,
as
of
the
Trade
Date)
shall
not
be
less
than
$1,000,000
and
in
minimumincrements
of
$1,000,000,
unless
each
of
the
Administrative
Agent
and,
so
long
as
no
Event
of
Default
has
occurred
and
is
continuing,
theBorrower
otherwise
consents
(each
such
consent
not
to
be
unreasonably
withheld
or
delayed).(ii)
Proportionate
Amounts
.
Each
partial
assignment
shall
be
made
as
an
assignment
of
a
proportionate
part
of
all
theassigning
Lender’s
rights
and
obligations
under
this
Agreement
with
respect
to
the
Loans,
other
Revolving
Credit
Exposure
or
the
Commitmentsassigned,
except
that
this
subsection
(b)(ii)
shall
not
prohibit
any
Lender
from
assigning
all
or
a
portion
of
its
rights
and
obligations
amongseparate
Commitments
on
a
non-
pro rata basis.(iii)
Required
Consents
.
No
consent
shall
be
required
for
any
assignment
except
to
the
extent
required
by
subsection(b)(i)(B)
of
this
Section
and,
in
addition:(A)
the
consent
of
the
Borrower
(such
consent
not
to
be
unreasonably
withheld
or
delayed)
shall
be
required
unless(x)
an
Event
of
Default
has
occurred
and
is
continuing
at
the
time
of
such
assignment,
or
(y)
such
assignment
is
to
a
Revolving
Lender,
anAffiliate
of
such
Revolving
Lender
or
an
Approved
Fund
of
such
Revolving
Lender;76Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(B)
the
consent
of
the
Administrative
Agent
(such
consent
not
to
be
unreasonably
withheld
or
delayed)
shall
berequired
unless
such
assignment
is
(x)
an
assignment
of
all
or
any
portion
of
the
Revolving
Commitment,
Revolving
Loans,
or
other
RevolvingCredit
Exposure
to
a
Revolving
Lender
or
an
Affiliate
of
a
Revolving
Lender
(provided
that
such
Affiliate
shall
be
of
substantially
the
samecredit
quality
as
the
assignor
Revolving
Lender)
or
(y)
an
assignment
of
all
or
any
portion
of
the
Incremental
Term
Loans
to
a
Lender,
anAffiliate
of
a
Lender,
or
an
Approved
Fund
of
a
Lender;
and(C)
the
consent
of
the
Issuing
Bank
(such
consent
not
to
be
unreasonably
withheld
or
delayed)
shall
be
required
forany
assignment
that
increases
the
obligation
of
the
assignee
to
participate
in
exposure
under
one
or
more
Letters
of
Credit
(whether
or
not
thenoutstanding),
and
the
consent
of
the
Swingline
Lender
(such
consent
not
to
be
unreasonably
withheld
or
delayed)
shall
be
required
for
anyassignment
in
respect
of
the
Revolving
Commitments.(iv)
Assignment
and
Assumption
.
The
parties
to
each
assignment
shall
deliver
to
the
Administrative
Agent
(A)
aduly
executed
Assignment
and
Assumption,
(B)
a
processing
and
recordation
fee
of
$3,500,
(C)
an
Administrative
Questionnaire
unless
theassignee
is
already
a
Lender
and
(D)
the
documents
required
under
Section
2.20(e)
.(v)
No
Assignment
to
the
certain
Persons
.
No
such
assignment
shall
be
made
to
(A)
Parent
or
any
of
Parent’Affiliates
or
Subsidiaries,
(B)
to
any
Defaulting
Lender
or
any
of
its
Subsidiaries,
or
any
Person
who,
upon
becoming
a
Lender
hereunder,
wouldconstitute
any
of
the
foregoing
Persons
described
in
this
clause
(B)
or
(C)
so
long
as
no
Event
of
Default
is
in
existence,
any
DisqualifiedInstitution.
Upon
the
request
of
any
Lender,
the
Administrative
Agent
shall
provide
to
such
Lender
the
current
list
of
Disqualified
Institutionsprovided
by
the
Borrower
pursuant
to
the
terms
of
the
definitions
of
“Competitor”
and
“Disqualified
Lender.”(vi)
No
Assignment
to
Natural
Persons
.
No
such
assignment
shall
be
made
to
a
natural
person.(vii)
Certain
Additional
Payments
.
In
connection
with
any
assignment
of
rights
and
obligations
of
any
DefaultingLender
hereunder,
no
such
assignment
shall
be
effective
unless
and
until,
in
addition
to
the
other
conditions
thereto
set
forth
herein,
the
parties
tothe
assignment
shall
make
such
additional
payments
to
the
Administrative
Agent
in
an
aggregate
amount
sufficient,
upon
distribution
thereof
asappropriate
(which
may
be
outright
payment,
purchases
by
the
assignee
of
participations
or
subparticipations,
or
other
compensating
actions,including
funding,
with
the
consent
of
the
Borrower
and
the
Administrative
Agent,
the
applicable
pro
rata
share
of
Loans
previously
requestedbut
not
funded
by
the
Defaulting
Lender,
to
each
of
which
the
applicable
assignee
and
assignor
hereby
irrevocably
consent),
to
(x)
pay
andsatisfy
in
full
all
payment
liabilities
then
owed
by
such
Defaulting
Lender
to
the
Administrative
Agent,
the
Issuing
Bank,
the
Swingline
Lenderand
each
other
Lender
hereunder
(and
interest
accrued
thereon),
and
(y)
acquire
(and
fund
as
appropriate)
its
full
pro
rata
share
of
all
Loans
andparticipations
in
Letters
of
Credit
and
Swingline
Loans.
Notwithstanding
the
foregoing,
in
the
event
that
any
assignment
of
rights
and
obligationsof
any
Defaulting
Lender
hereunder
shall
become
effective
under
applicable
law
without
compliance
with
the
provisions
of
this
paragraph,
thenthe
assignee
of
such
interest
shall
be
deemed
to
be
a
Defaulting
Lender
for
all
purposes
of
this
Agreement
until
such
compliance
occurs.Subject
to
acceptance
and
recording
thereof
by
the
Administrative
Agent
pursuant
to
subsection
(c)
of
this
Section,
from
and
after
the
effective
date
specified
ineach
Assignment
and
Assumption,
the
assignee
thereunder
shall
be
a
party
to
this
Agreement
and,
to
the
extent
of
the
interest
assigned
by
such
Assignment
andAssumption,
have
the
rights
and
obligations
of
a
Lender
under
this
Agreement,
and
the
assigning
Lender
thereunder
shall,
to
the
extent
of
the
interest
assigned
bysuch
Assignment
and
Assumption,
be
released
from
its
obligations
under
this
Agreement
(and,
in
the
case
of
an
Assignment
and
Assumption
covering
all
of
theassigning
Lender’s
rights
and
obligations
under
this
Agreement,
such
Lender
shall
cease
to
be
a
party
hereto)
but
shall
continue
to
be
entitled
to
the
benefits
ofSections
2.18
,
2.19
,
2.20
and
10.3
with
respect
to
facts
and
circumstances
occurring
prior
to
the
effective
date
of
such
assignment;
provided
that,
except
to
theextent
otherwise
expressly
agreed
by
the
affected
parties,
no
assignment
by
a
Defaulting
Lender
will
constitute
a
waiver
or
release
of
any
claim
of
any
partyhereunder
arising
from
such
Lender’s
having
been
a
Defaulting
Lender.
Any
assignment
or
transfer
by
a
Lender
of
rights
or
obligations
under
this
Agreement
thatdoes
not
comply
with
this
subsection
shall
be
treated
for
purposes
of
this
Agreement
as
a
sale
by
such
Lender
of
a
participation
in
such
rights
and
obligations
inaccordance
with
subsection
(d)
of
this
Section.
If
the
consent
of
the
Borrower
to
an
assignment
is
required
hereunder
(including
a
consent
to
an
assignment
whichdoes
not
meet
the
minimum
assignment
thresholds
specified
above),
the
Borrower
shall
be
deemed
to
have
given
its
consent
unless
it
shall
object
thereto
by
writtennotice
to
the
Administrative
Agent
within
five
(5)
Business
Days
after
notice
thereof
has
actually
been
delivered
by
the
assigning
Lender
(through
theAdministrative
Agent)
to
the
Borrower.77Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.The
Administrative
Agent,
acting
solely
for
this
purpose
as
an
agent
of
the
Borrower,
shall
maintain
at
one
of
its
offices
in
Atlanta,
Georgia
a
copy
of
eachAssignment
and
Assumption
delivered
to
it
and
a
register
for
the
recordation
of
the
names
and
addresses
of
the
Lenders,
and
the
Commitments
of,
and
principalamount
of
the
Loans
and
Revolving
Credit
Exposure
owing
to,
each
Lender
pursuant
to
the
terms
hereof
from
time
to
time
(the
“
Register
”).
The
entries
in
theRegister
shall
be
conclusive
absent
manifest
error,
and
the
Borrower,
the
Administrative
Agent
and
the
Lenders
shall
treat
each
Person
whose
name
is
recorded
inthe
Register
pursuant
to
the
terms
hereof
as
a
Lender
hereunder
for
all
purposes
of
this
Agreement.
Information
contained
in
the
Register
with
respect
to
anyLender
shall
be
available
for
inspection
by
such
Lender
at
any
reasonable
time
and
from
time
to
time
upon
reasonable
prior
notice;
information
contained
in
theRegister
shall
also
be
available
for
inspection
by
the
Borrower
at
any
reasonable
time
and
from
time
to
time
upon
reasonable
prior
notice.
In
establishing
andmaintaining
the
Register,
the
Administrative
Agent
shall
serve
as
the
Borrower’s
agent
solely
for
tax
purposes
and
solely
with
respect
to
the
actions
described
inthis
Section,
and
the
Borrower
hereby
agrees
that,
to
the
extent
SunTrust
Bank
serves
in
such
capacity,
SunTrust
Bank
and
its
officers,
directors,
employees,agents,
sub-agents
and
affiliates
shall
constitute
“Indemnitees”.(c)
Any
Lender
may
at
any
time,
without
the
consent
of,
or
notice
to,
Parent,
the
Borrower,
the
Administrative
Agent,
theSwingline
Lender
or
the
Issuing
Bank,
sell
participations
to
any
Person
(other
than
a
natural
person,
Parent
or
any
of
Parent’
Affiliates
or
Subsidiaries
or
aDisqualified
Institution)
(each,
a
“
Participant
”)
in
all
or
a
portion
of
such
Lender’s
rights
and/or
obligations
under
this
Agreement
(including
all
or
aportion
of
its
Commitment
and/or
the
Loans
owing
to
it);
provided
that
(i)
such
Lender’s
obligations
under
this
Agreement
shall
remain
unchanged,(ii)
such
Lender
shall
remain
solely
responsible
to
the
other
parties
hereto
for
the
performance
of
such
obligations
and
(iii)
the
Borrower,
theAdministrative
Agent,
the
Issuing
Bank,
the
Swingline
Lender
and
the
other
Lenders
shall
continue
to
deal
solely
and
directly
with
such
Lender
inconnection
with
such
Lender’s
rights
and
obligations
under
this
Agreement.Any
agreement
or
instrument
pursuant
to
which
a
Lender
sells
such
a
participation
shall
provide
that
such
Lender
shall
retain
the
sole
right
toenforce
this
Agreement
and
to
approve
any
amendment,
modification
or
waiver
of
any
provision
of
this
Agreement;
provided
that
such
agreement
or
instrumentmay
provide
that
such
Lender
will
not,
without
the
consent
of
the
Participant,
agree
to
any
amendment,
modification
or
waiver
with
respect
to
the
following
to
theextent
affecting
such
Participant:
(i)
increase
the
Commitment
of
such
Lender;
(ii)
reduce
the
principal
amount
of
any
Loan
or
LC
Disbursement
or
reduce
the
rateof
interest
thereon,
or
reduce
any
fees
payable
hereunder;
(iii)
postpone
the
date
fixed
for
any
payment
of
any
principal
of,
or
interest
on,
any
Loan
or
LCDisbursement
or
any
fees
hereunder
or
reduce
the
amount
of,
waive
or
excuse
any
such
payment,
or
postpone
the
scheduled
date
for
the
termination
or
reduction
ofany
Commitment;
(iv)
change
Section
2.21(b)
or
(c)
in
a
manner
that
would
alter
the
pro rata sharing
of
payments
required
thereby;
(v)
change
any
of
theprovisions
of
Section
10.2(b)
or
the
definition
of
“Required
Lenders”
or
“Required
Revolving
Lenders”
or
any
other
provision
hereof
specifying
the
number
orpercentage
of
Lenders
which
are
required
to
waive,
amend
or
modify
any
rights
hereunder
or
make
any
determination
or
grant
any
consent
hereunder;
(vi)
releaseall
or
substantially
all
of
the
guarantors,
or
limit
the
liability
of
such
guarantors,
under
any
guaranty
agreement
guaranteeing
any
of
the
Obligations;
or
(vii)
releaseall
or
substantially
all
collateral
(if
any)
securing
any
of
the
Obligations.
Subject
to
subsection
(e)
of
this
Section,
the
Borrower
agrees
that
each
Participant
shall
beentitled
to
the
benefits
of
Sections
2.18
,
2.19
,
and
2.20
to
the
same
extent
as
if
it
were
a
Lender
and
had
acquired
its
interest
by
assignment
pursuant
to
subsection(b)
of
this
Section;
provided
that
such
Participant
agrees
to
be
subject
to
Section
2.24
as
though
it
were
a
Lender.
To
the
extent
permitted
by
law,
each
Participantalso
shall
be
entitled
to
the
benefits
of
Section
10.7
as
though
it
were
a
Lender;
provided
that
such
Participant
agrees
to
be
subject
to
Section
2.21
as
though
it
werea
Lender.Each
Lender
that
sells
a
participation
shall,
acting
solely
for
this
purpose
as
a
non-fiduciary
agent
of
the
Borrower,
maintain
a
register
in
theUnited
States
on
which
it
enters
the
name
and
address
of
each
Participant
and
the
principal
amounts
(and
stated
interest)
of
each
Participant’s
interest
in
the
Loansor
other
obligations
under
the
Loan
Documents
(the
“
Participant
Register
”).
The
entries
in
the
Participant
Register
shall
be
conclusive,
absent
manifest
error,
andsuch
Lender
shall
treat
each
person
whose
name
is
recorded
in
the
Participant
Register
as
the
owner
of
such
participation
for
all
purposes
of
this
Agreementnotwithstanding
any
notice
to
the
contrary.
The
Borrower
and
the
Administrative
Agent
shall
have
inspection
rights
to
such
Participant
Register
(upon
reasonableprior
notice
to
the
applicable
Lender)
solely
for
purposes
of
demonstrating
that
such
Loans
or
other
obligations
under
the
Loan
Documents
are
in
“registered
form”for
purposes
of
the
Code.
For
the
avoidance
of
doubt,
the
Administrative
Agent
(in
its
capacity
as
Administrative
Agent)
shall
have
no
responsibility
formaintaining
a
Participant
Register.(d)
A
Participant
shall
not
be
entitled
to
receive
any
greater
payment
under
Sections
2.18
and
2.20
than
the
applicable
Lenderwould
have
been
entitled
to
receive
with
respect
to
the
participation
sold
to
such
Participant,
unless
the
sale
of
the
participation
to
such
Participant
ismade
with
the
Borrower’s
prior
written
consent.
A
Participant
shall
not
be
entitled
to
the
benefits
of
Section
2.20
unless
the
Borrower
is
notified
of
theparticipation
sold
to
such
Participant
and
such
Participant
agrees,
for
the
benefit
of
the
Borrower,
to
comply
with
Section
2.20(e)
and
(f)
as
though
it
werea
Lender.78Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(e)
Any
Lender
may
at
any
time
pledge
or
assign
a
security
interest
in
all
or
any
portion
of
its
rights
under
this
Agreement
tosecure
obligations
of
such
Lender,
including,
without
limitation,
any
pledge
or
assignment
to
secure
obligations
to
a
Federal
Reserve
Bank;
provided
thatno
such
pledge
or
assignment
shall
release
such
Lender
from
any
of
its
obligations
hereunder
or
substitute
any
such
pledgee
or
assignee
for
such
Lenderas
a
party
hereto.(f)
The
Administrative
Agent
shall
not
be
responsible
or
have
any
liability
for,
or
have
any
duty
to
ascertain,
inquire
into,monitor
or
enforce,
compliance
with
the
provisions
hereof
relating
to
Disqualified
Institutions.
Without
limiting
the
generality
of
the
foregoing,
theAdministrative
Agent
shall
not
(i)
be
obligated
to
ascertain,
monitor
or
inquire
as
to
whether
any
Lender
or
Participant
or
prospective
Lender
orParticipant
is
a
Disqualified
Institution
or
(ii)
have
any
liability
with
respect
to
or
arising
out
of
any
assignment
or
participation
of
Loans
orCommitments,
or
disclosure
of
confidential
information,
to
any
Disqualified
Institution.Section 10.5 Governing Law; Jurisdiction; Consent to Service of Process .(a)
This
Agreement
and
the
other
Loan
Documents
and
any
claims,
controversy,
dispute
or
cause
of
action
(whether
incontract
or
tort
or
otherwise)
based
upon,
arising
out
of
or
relating
to
this
Agreement
or
any
other
Loan
Document
(except,
as
to
any
other
LoanDocument,
as
expressly
set
forth
therein)
and
the
transactions
contemplated
hereby
and
thereby
shall
be
construed
in
accordance
with
and
be
governed
bythe
law
(without
giving
effect
to
the
conflict
of
law
principles
thereof)
of
the
State
of
New
York.(b)
Each
of
Parent
and
the
Borrower
hereby
irrevocably
and
unconditionally
submits,
for
itself
and
its
property,
to
theexclusive
jurisdiction
of
the
United
States
District
Court
for
the
Southern
District
of
New
York,
and
of
the
Supreme
Court
of
the
State
of
New
Yorksitting
in
New
York
County,
and
of
any
appellate
court
from
any
thereof,
in
any
action
or
proceeding
arising
out
of
or
relating
to
this
Agreement
or
anyother
Loan
Document
or
the
transactions
contemplated
hereby
or
thereby,
or
for
recognition
or
enforcement
of
any
judgment,
and
each
of
the
partieshereto
hereby
irrevocably
and
unconditionally
agrees
that
all
claims
in
respect
of
any
such
action
or
proceeding
may
be
heard
and
determined
in
suchDistrict
Court
or
such
New
York
state
court,
to
the
extent
permitted
by
applicable
law,
such
appellate
court.
Each
of
the
parties
hereto
agrees
that
a
finaljudgment
in
any
such
action
or
proceeding
shall
be
conclusive
and
may
be
enforced
in
other
jurisdictions
by
suit
on
the
judgment
or
in
any
other
mannerprovided
by
law.
Nothing
in
this
Agreement
or
any
other
Loan
Document
shall
affect
any
right
that
the
Administrative
Agent,
the
Issuing
Bank
or
anyLender
may
otherwise
have
to
bring
any
action
or
proceeding
relating
to
this
Agreement
or
any
other
Loan
Document
against
Parent,
the
Borrower
ortheir
respective
properties
in
the
courts
of
any
jurisdiction.(c)
Each
of
Parent
and
the
Borrower
irrevocably
and
unconditionally
waives
any
objection
which
it
may
now
or
hereafter
haveto
the
laying
of
venue
of
any
such
suit,
action
or
proceeding
described
in
subsection
(b)
of
this
Section
and
brought
in
any
court
referred
to
in
subsection(b)
of
this
Section.
Each
of
the
parties
hereto
irrevocably
waives,
to
the
fullest
extent
permitted
by
applicable
law,
the
defense
of
an
inconvenient
forum
tothe
maintenance
of
such
action
or
proceeding
in
any
such
court.(d)
Each
party
to
this
Agreement
irrevocably
consents
to
the
service
of
process
in
the
manner
provided
for
notices
in
Section10.1
.
Nothing
in
this
Agreement
or
in
any
other
Loan
Document
will
affect
the
right
of
any
party
hereto
to
serve
process
in
any
other
manner
permittedby
law.Section 10.6 WAIVER OF JURY TRIAL .
EACH
PARTY
HERETO
IRREVOCABLY
WAIVES,
TO
THE
FULLEST
EXTENTPERMITTED
BY
APPLICABLE
LAW,
ANY
RIGHT
IT
MAY
HAVE
TO
A
TRIAL
BY
JURY
IN
ANY
LEGAL
PROCEEDING
DIRECTLY
ORINDIRECTLY
ARISING
OUT
OF
THIS
AGREEMENT
OR
ANY
OTHER
LOAN
DOCUMENT
OR
THE
TRANSACTIONS
CONTEMPLATED
HEREBY
ORTHEREBY
(WHETHER
BASED
ON
CONTRACT,
TORT
OR
ANY
OTHER
THEORY).
EACH
PARTY
HERETO
(A)
CERTIFIES
THAT
NOREPRESENTATIVE,
AGENT
OR
ATTORNEY
OF
ANY
OTHER
PARTY
HAS
REPRESENTED,
EXPRESSLY
OR
OTHERWISE,
THAT
SUCH
OTHERPARTY
WOULD
NOT,
IN
THE
EVENT
OF
LITIGATION,
SEEK
TO
ENFORCE
THE
FOREGOING
WAIVER,
AND
(B)
ACKNOWLEDGES
THAT
IT
ANDTHE
OTHER
PARTIES
HERETO
HAVE
BEEN
INDUCED
TO
ENTER
INTO
THIS
AGREEMENT
AND
THE
OTHER
LOAN
DOCUMENTS
BY,
AMONGOTHER
THINGS,
THE
MUTUAL
WAIVERS
AND
CERTIFICATIONS
IN
THIS
SECTION.Section 10.7 Right of Set-off .
In
addition
to
any
rights
now
or
hereafter
granted
under
applicable
law
and
not
by
way
of
limitation
ofany
such
rights,
each
Lender
and
the
Issuing
Bank
shall
have
the
right,
at
any
time
or
from
time
to
time
upon
the
occurrence
and
during
the
continuance
of
anEvent
of
Default,
without
prior
notice
to
Parent
or
the
Borrower,
any
such
notice
being
expressly
waived
by
Parent
and
the
Borrower
to
the
extent
permitted
byapplicable
law,
to
set
off
and
apply
against
all
deposits
(general
or
special,
time
or
demand,
provisional
or
final)
of
Parent
and/or
the
Borrower
at
any
time
held
orother
obligations
at
any
time
owing
by
such
Lender
and
the
Issuing
Bank
to
or
for
the
credit
or
the
account
of
Parent
and/or
the
Borrower
against79Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.any
and
all
Obligations
held
by
such
Lender
or
the
Issuing
Bank,
as
the
case
may
be,
irrespective
of
whether
such
Lender
or
the
Issuing
Bank
shall
have
madedemand
hereunder
and
although
such
Obligations
may
be
unmatured;
provided
that
in
the
event
that
any
Defaulting
Lender
shall
exercise
any
such
right
of
setoff,(x)
all
amounts
so
set
off
shall
be
paid
over
immediately
to
the
Administrative
Agent
for
further
application
in
accordance
with
the
provisions
of
Section
2.26(b)and,
pending
such
payment,
shall
be
segregated
by
such
Defaulting
Lender
from
its
other
funds
and
deemed
held
in
trust
for
the
benefit
of
the
AdministrativeAgent,
the
Issuing
Banks,
and
the
Lenders,
and
(y)
the
Defaulting
Lender
shall
provide
promptly
to
the
Administrative
Agent
a
statement
describing
in
reasonabledetail
the
Obligations
owing
to
such
Defaulting
Lender
as
to
which
it
exercised
such
right
of
setoff.
Each
Lender
and
the
Issuing
Bank
agrees
promptly
to
notifythe
Administrative
Agent,
Parent
and
the
Borrower
after
any
such
set-off
and
any
application
made
by
such
Lender
or
the
Issuing
Bank,
as
the
case
may
be;provided
that
the
failure
to
give
such
notice
shall
not
affect
the
validity
of
such
set-off
and
application.
Each
Lender
and
the
Issuing
Bank
agrees
to
apply
allamounts
collected
from
any
such
set-off
to
the
Obligations
before
applying
such
amounts
to
any
other
Indebtedness
or
other
obligations
owed
by
Parent,
theBorrower
and
any
of
their
respective
Subsidiaries
to
such
Lender
or
the
Issuing
Bank.Section 10.8 Counterparts; Integration .
This
Agreement
may
be
executed
by
one
or
more
of
the
parties
to
this
Agreement
on
anynumber
of
separate
counterparts,
and
all
of
said
counterparts
taken
together
shall
be
deemed
to
constitute
one
and
the
same
instrument.
This
Agreement,
the
FeeLetter,
the
other
Loan
Documents,
and
any
separate
letter
agreements
relating
to
any
fees
payable
to
the
Administrative
Agent
and
its
Affiliates
constitute
the
entireagreement
among
the
parties
hereto
and
thereto
and
their
affiliates
regarding
the
subject
matters
hereof
and
thereof
and
supersede
all
prior
agreements
andunderstandings,
oral
or
written,
regarding
such
subject
matters.
Delivery
of
an
executed
counterpart
to
this
Agreement
or
any
other
Loan
Document
by
facsimiletransmission
or
by
electronic
mail
in
pdf
format
shall
be
as
effective
as
delivery
of
a
manually
executed
counterpart
hereof.Section 10.9 Survival .
All
covenants,
agreements,
representations
and
warranties
made
by
Parent
and/or
the
Borrower
herein
and
inthe
certificates,
reports,
notices
or
other
instruments
delivered
in
connection
with
or
pursuant
to
this
Agreement
shall
be
considered
to
have
been
relied
upon
by
theother
parties
hereto
and
shall
survive
the
execution
and
delivery
of
this
Agreement
and
the
other
Loan
Documents
and
the
making
of
any
Loans
and
issuance
ofany
Letters
of
Credit,
regardless
of
any
investigation
made
by
any
such
other
party
or
on
its
behalf
and
notwithstanding
that
the
Administrative
Agent,
the
IssuingBank
or
any
Lender
may
have
had
notice
or
knowledge
of
any
Default
or
incorrect
representation
or
warranty
at
the
time
any
credit
is
extended
hereunder,
andshall
continue
in
full
force
and
effect
as
long
as
the
principal
of
or
any
accrued
interest
on
any
Loan
or
any
fee
or
any
other
amount
payable
under
this
Agreementis
outstanding
and
unpaid
or
any
Letter
of
Credit
is
outstanding
and
so
long
as
the
Commitments
have
not
expired
or
terminated.
The
provisions
of
Sections
2.18
,2.19
,
2.20
,
and
10.3
and
Article
IX
shall
survive
and
remain
in
full
force
and
effect
regardless
of
the
consummation
of
the
transactions
contemplated
hereby,
therepayment
of
the
Loans,
the
expiration
or
termination
of
the
Letters
of
Credit
and
the
Commitments
or
the
termination
of
this
Agreement
or
any
provision
hereof.Section 10.10 Severability .
Any
provision
of
this
Agreement
-or
any
other
Loan
Document
held
to
be
illegal,
invalid
or
unenforceablein
any
jurisdiction,
shall,
as
to
such
jurisdiction,
be
ineffective
to
the
extent
of
such
illegality,
invalidity
or
unenforceability
without
affecting
the
legality,
validityor
enforceability
of
the
remaining
provisions
hereof
or
thereof;
and
the
illegality,
invalidity
or
unenforceability
of
a
particular
provision
in
a
particular
jurisdictionshall
not
invalidate
or
render
unenforceable
such
provision
in
any
other
jurisdiction.Section 10.11 Confidentiality .
Each
of
the
Administrative
Agent,
the
Issuing
Bank
and
the
Lenders
agrees
to
take
normal
andreasonable
precautions
to
maintain
the
confidentiality
of
any
information
relating
to
Parent
or
any
of
its
Subsidiaries
or
any
of
their
respective
businesses,
to
theextent
designated
in
writing
as
confidential
and
provided
to
it
by
Parent
or
any
of
its
Subsidiaries,
other
than
any
such
information
that
is
available
to
theAdministrative
Agent,
the
Issuing
Bank
or
any
Lender
on
a
non-confidential
basis
prior
to
disclosure
by
Parent
or
any
of
its
Subsidiaries,
except
that
suchinformation
may
be
disclosed
(i)
to
any
Related
Party
of
the
Administrative
Agent,
the
Issuing
Bank
or
any
such
Lender
including,
without
limitation,
accountants,legal
counsel
and
other
advisors,
(ii)
to
the
extent
required
by
applicable
laws
or
regulations
or
by
any
subpoena
or
similar
legal
process,
(iii)
to
the
extentrequested
by
any
regulatory
agency
or
authority
purporting
to
have
jurisdiction
over
it
(including
any
self-regulatory
authority
such
as
the
National
Association
ofInsurance
Commissioners),
(iv)
to
the
extent
that
such
information
becomes
publicly
available
other
than
as
a
result
of
a
breach
of
this
Section,
or
which
becomesavailable
to
the
Administrative
Agent,
the
Issuing
Bank,
any
Lender
or
any
Related
Party
of
any
of
the
foregoing
on
a
non-confidential
basis
from
a
source
otherthan
Parent
or
any
of
its
Subsidiaries,
(v)
in
connection
with
the
exercise
of
any
remedy
hereunder
or
under
any
other
Loan
Documents
or
any
suit,
action
orproceeding
relating
to
this
Agreement
or
any
other
Loan
Documents
or
the
enforcement
of
rights
hereunder
or
thereunder,
(vi)
subject
to
execution
by
such
Personof
an
agreement
containing
provisions
substantially
the
same
as
those
of
this
Section,
to
(A)
any
assignee
of
or
Participant
in,
or
any
prospective
assignee
of
orParticipant
in,
any
of
its
rights
or
obligations
under
this
Agreement,
or
(B)
any
actual
or
prospective
party
(or
its
Related
Parties)
to
any
swap
or
derivative
or
othertransaction
under
which
payments
are
to
be
made
by
reference
to
Parent,
the
Borrower
and
their
respective
obligations,
this
Agreement
or
payments
hereunder,(vii)
to
any
rating
agency,
(viii)
to
the
CUSIP
Service
Bureau
or
any
similar
organization,
(ix)80Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.by
the
Administrative
Agent,
the
Issuing
Bank
and
the
Lenders
in
connection
with
marketing,
press
releases
or
other
transactional
announcements
or
updatesprovided
to
investor
or
trade
publications,
including,
but
not
limited
to,
the
placement
of
“tombstone”
advertisements
in
publications
of
their
choice
at
their
ownexpense,
or
(x)
with
the
consent
of
Parent
and
the
Borrower.
Any
Person
required
to
maintain
the
confidentiality
of
any
information
as
provided
for
in
this
Sectionshall
be
considered
to
have
complied
with
its
obligation
to
do
so
if
such
Person
has
exercised
the
same
degree
of
care
to
maintain
the
confidentiality
of
suchinformation
as
such
Person
would
accord
its
own
confidential
information.
In
the
event
of
any
conflict
between
the
terms
of
this
Section
and
those
of
any
otherContractual
Obligation
entered
into
with
any
Loan
Party
(whether
or
not
a
Loan
Document),
the
terms
of
this
Section
shall
govern.Section 10.12 Interest Rate Limitation .
Notwithstanding
anything
herein
to
the
contrary,
if
at
any
time
the
interest
rate
applicable
toany
Loan,
together
with
all
fees,
charges
and
other
amounts
which
may
be
treated
as
interest
on
such
Loan
under
applicable
law
(collectively,
the
“
Charges
”),shall
exceed
the
maximum
lawful
rate
of
interest
(the
“
Maximum
Rate
”)
which
may
be
contracted
for,
charged,
taken,
received
or
reserved
by
a
Lender
holdingsuch
Loan
in
accordance
with
applicable
law,
the
rate
of
interest
payable
in
respect
of
such
Loan
hereunder,
together
with
all
Charges
payable
in
respect
thereof,shall
be
limited
to
the
Maximum
Rate
and,
to
the
extent
lawful,
the
interest
and
Charges
that
would
have
been
payable
in
respect
of
such
Loan
but
were
notpayable
as
a
result
of
the
operation
of
this
Section
shall
be
cumulated
and
the
interest
and
Charges
payable
to
such
Lender
in
respect
of
other
Loans
or
periods
shallbe
increased
(but
not
above
the
Maximum
Rate
therefor)
until
such
cumulated
amount,
together
with
interest
thereon
at
the
Federal
Funds
Rate
to
the
date
ofrepayment
(to
the
extent
permitted
by
applicable
law),
shall
have
been
received
by
such
Lender.Section 10.13 Waiver of Effect of Corporate Seal .
Each
of
Parent
and
the
Borrower
represents
and
warrants
that
neither
it
nor
anyother
Loan
Party
is
required
to
affix
its
corporate
seal
to
this
Agreement
or
any
other
Loan
Document
pursuant
to
any
Requirement
of
Law,
agrees
that
thisAgreement
is
delivered
by
Parent
and
the
Borrower
under
seal
and
waives
any
shortening
of
the
statute
of
limitations
that
may
result
from
not
affixing
thecorporate
seal
to
this
Agreement
or
such
other
Loan
Documents.Section 10.14 Patriot Act .
The
Administrative
Agent
and
each
Lender
hereby
notifies
the
Loan
Parties
that,
pursuant
to
therequirements
of
the
Patriot
Act,
it
is
required
to
obtain,
verify
and
record
information
that
identifies
each
Loan
Party,
which
information
includes
the
name
andaddress
of
such
Loan
Party
and
other
information
that
will
allow
such
Lender
or
the
Administrative
Agent,
as
applicable,
to
identify
such
Loan
Party
in
accordancewith
the
Patriot
Act.Section 10.15 No Advisory or Fiduciary Responsibility .
In
connection
with
all
aspects
of
each
transaction
contemplated
hereby(including
in
connection
with
any
amendment,
waiver
or
other
modification
hereof
or
of
any
other
Loan
Document),
each
of
Parent,
the
Borrower
and
each
otherLoan
Party
acknowledges
and
agrees
and
acknowledges
its
Affiliates’
understanding
that
(i)
(A)
the
services
regarding
this
Agreement
provided
by
theAdministrative
Agent
and/or
the
Lenders
are
arm’s-length
commercial
transactions
between
Parent,
the
Borrower,
each
other
Loan
Party
and
their
respectiveAffiliates,
on
the
one
hand,
and
the
Administrative
Agent
and
the
Lenders,
on
the
other
hand,
(B)
each
of
Parent,
the
Borrower
and
the
other
Loan
Parties
haveconsulted
their
own
legal,
accounting,
regulatory
and
tax
advisors
to
the
extent
they
have
deemed
appropriate,
and
(C)
each
of
Parent,
the
Borrower
and
each
otherLoan
Party
is
capable
of
evaluating
and
understanding,
and
understands
and
accepts,
the
terms,
risks
and
conditions
of
the
transactions
contemplated
hereby
and
bythe
other
Loan
Documents;
(ii)
(A)
each
of
the
Administrative
Agent
and
the
Lenders
is
and
has
been
acting
solely
as
a
principal
and,
except
as
expressly
agreed
inwriting
by
the
relevant
parties,
has
not
been,
is
not,
and
will
not
be
acting
as
an
advisor,
agent
or
fiduciary
for
the
Borrower,
any
other
Loan
Party
or
any
of
theirrespective
Affiliates,
or
any
other
Person,
Parent,
and
(B)
neither
the
Administrative
Agent
nor
any
Lender
has
any
obligation
to
Parent,
the
Borrower,
any
otherLoan
Party
or
any
of
their
Affiliates
with
respect
to
the
transaction
contemplated
hereby
except
those
obligations
expressly
set
forth
herein
and
in
the
other
LoanDocuments;
and
(iii)
the
Administrative
Agent,
the
Lenders
and
their
respective
Affiliates
may
be
engaged
in
a
broad
range
of
transactions
that
involve
intereststhat
differ
from
those
of
Parent,
the
Borrower,
the
other
Loan
Parties
and
their
respective
Affiliates,
and
each
of
the
Administrative
Agent
and
the
Lenders
has
noobligation
to
disclose
any
of
such
interests
to
Parent,
the
Borrower,
any
other
Loan
Party
or
any
of
their
respective
Affiliates.

To
the
fullest
extent
permitted
bylaw,
each
of
Parent,
the
Borrower
and
the
other
Loan
Parties
hereby
waives
and
releases
any
claims
that
it
may
have
against
the
Administrative
Agent
or
anyLender
with
respect
to
any
breach
or
alleged
breach
of
agency
or
fiduciary
duty
in
connection
with
any
aspect
of
any
transaction
contemplated
hereby.Section 10.16 Joint and Several Obligations .
Parent
and
the
Borrower
hereby
acknowledge
and
agree
that
all
obligations
andliabilities
of
Parent
and
the
Borrower
hereunder
shall
be
joint
and
several.Section 10.17 Acknowledgement and Consent to Bail-In of EEA Financial Institutions .
Notwithstanding
anything
to
the
contraryin
any
Loan
Document
or
in
any
other
agreement,
arrangement
or
understanding
among
any
such
parties,
each
party
hereto
acknowledges
that
any
liability
of
anyEEA
Financial
Institution
arising
under
any
Loan
Document,
to
the
extent
such
liability
is
unsecured,
may
be
subject
to
the
write-down
and
conversion
powers
ofan
EEA
Resolution
Authority
and
agrees
and
consents
to,
and
acknowledges
and
agrees
to
be
bound
by:81Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(a)
the
application
of
any
Write-Down
and
Conversion
Powers
by
an
EEA
Resolution
Authority
to
any
such
liabilities
arisinghereunder
which
may
be
payable
to
it
by
any
party
hereto
that
is
an
EEA
Financial
Institution;
and(b)
the
effects
of
any
Bail-in
Action
on
any
such
liability,
including,
if
applicable:(i)
a
reduction
in
full
or
in
part
or
cancellation
of
any
such
liability;(ii)
a
conversion
of
all,
or
a
portion
of,
such
liability
into
shares
or
other
instruments
of
ownership
in
such
EEAFinancial
Institution,
its
parent
undertaking,
or
a
bridge
institution
that
may
be
issued
to
it
or
otherwise
conferred
on
it,
and
that
such
shares
orother
instruments
of
ownership
will
be
accepted
by
it
in
lieu
of
any
rights
with
respect
to
any
such
liability
under
this
Agreement
or
any
otherLoan
Document;
or(iii)
the
variation
of
the
terms
of
such
liability
in
connection
with
the
exercise
of
the
write-down
and
conversionpowers
of
any
EEA
Resolution
Authority.Section 10.18 Amendment and Restatement .(a)
This
Agreement
constitutes
an
amendment
and
restatement
of
the
Existing
Credit
Agreement,
effective
from
and
after
theRestatement
Date.
The
execution
and
delivery
of
this
Agreement
shall
not
constitute
a
novation
of
any
indebtedness
or
other
obligations
owing
to
theLenders
or
the
Administrative
Agent
under
the
Existing
Credit
Agreement
based
on
facts
or
events
occurring
or
existing
prior
to
the
execution
anddelivery
of
this
Agreement.
On
the
Restatement
Date,
the
credit
facilities
described
in
the
Existing
Credit
Agreement,
shall
be
amended,
supplemented,modified
and
restated
in
their
entirety
by
the
facilities
described
herein,
and
all
loans
and
other
obligations
of
the
Borrower
outstanding
as
of
such
dateunder
the
Existing
Credit
Agreement,
shall
be
deemed
to
be
loans
and
obligations
outstanding
under
the
corresponding
facilities
described
herein,
withoutany
further
action
by
any
Person,
except
that
the
Administrative
Agent
shall
make
such
transfers
of
funds
as
are
necessary
in
order
that
the
outstandingbalance
of
such
Loans,
together
with
any
Loans
funded
on
the
Restatement
Date,
reflect
the
respective
Revolving
Commitment
of
the
Lenders
hereunder.(b)
Each
Loan
Party
acknowledges
and
agrees
that
the
security
interests
and
Liens
(as
defined
in
the
Existing
CreditAgreement)
granted
to
the
Administrative
Agent
pursuant
to
the
Existing
Credit
Agreement
and
the
other
Collateral
Documents
(as
defined
in
theExisting
Credit
Agreement),
shall
remain
outstanding
and
in
full
force
and
effect,
without
interruption
or
impairment
of
any
kind,
in
accordance
with
theExisting
Credit
Agreement
and
shall
continue
to
secure
the
Obligations.(c)
The
Parent
and
each
of
its
Subsidiaries
acknowledge
and
agree
that
any
causes
of
action
or
other
rights
created
in
favor
ofany
Lender
and
its
successors
in
connection
with
the
Existing
Credit
Agreement
or
any
other
Loan
Document
executed
in
connection
therewith
prior
tothe
Restatement
Date
shall
survive
the
execution
and
delivery
of
this
Agreement.
All
indemnification
obligations
of
the
Parent
and
its
Subsidiaries
arisingpursuant
to
the
Existing
Credit
Agreement
shall
survive
the
amendment
and
restatement
of
the
Existing
Credit
Agreement
pursuant
to
this
Agreement.Section 10.19 Certain ERISA Matters .(a)
Each
Lender
(x)
represents
and
warrants,
as
of
the
date
such
Person
became
a
Lender
party
hereto,
to,
and
(y)
covenants,from
the
date
such
Person
became
a
Lender
party
hereto
to
the
date
such
person
ceases
being
a
Lender
party
hereto,
for
the
benefit
of,
the
AdministrativeAgent,
the
Sole
Arranger,
and
their
respective
Affiliates,
and
not,
for
the
avoidance
of
doubt,
to
or
for
the
benefit
of
the
Borrower
or
any
other
Loan
Party,that
at
least
one
of
the
following
is
and
will
be
true:(i)
such
Lender
is
not
using
“plan
assets”
(within
the
meaning
of
29
CFR
§2510.3-101,
as
modified
by
Section
3(42)of
ERISA)
of
one
or
more
Benefit
Plans
in
connection
with
the
Loans,
the
Letters
of
Credit
or
the
Commitments,(ii)
the
transaction
exemption
set
forth
in
one
or
more
PTEs,
such
as
PTE
84-14
(a
class
exemption
for
certaintransactions
determined
by
independent
qualified
professional
asset
managers),
PTE
95-60
(a
class
exemption
for
certain
transactions
involvinginsurance
company
general
accounts),
PTE
90-1
(a
class
exemption
for
certain
transactions
involving
insurance
company
pooled
separateaccounts),
PTE
91-38
(a
class
exemption
for
certain
transactions
involving
bank
collective
investment
funds)
or
PTE
96-23
(a
class
exemption82Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.for
certain
transactions
determined
by
in-house
asset
managers),
is
applicable
with
respect
to
such
Lender’s
entrance
into,
participation
in,administration
of
and
performance
of
the
Loans,
the
Letters
of
Credit,
the
Commitments
and
this
Agreement,(iii)
(A)
such
Lender
is
an
investment
fund
managed
by
a
“Qualified
Professional
Asset
Manager”
(within
themeaning
of
Part
VI
of
PTE
84-14),
(B)
such
Qualified
Professional
Asset
Manager
made
the
investment
decision
on
behalf
of
such
Lender
toenter
into,
participate
in,
administer
and
perform
the
Loans,
the
Letters
of
Credit,
the
Commitments
and
this
Agreement,
(C)
the
entrance
into,participation
in,
administration
of
and
performance
of
the
Loans,
the
Letters
of
Credit,
the
Commitments
and
this
Agreement
satisfies
therequirements
of
sub-sections
(b)
through
(g)
of
Part
I
of
PTE
84-14
and
(D)
to
the
best
knowledge
of
such
Lender,
the
requirements
ofsubsection
(a)
of
Part
I
of
PTE
84-14
are
satisfied
with
respect
to
such
Lender’s
entrance
into,
participation
in,
administration
of
andperformance
of
the
Loans,
the
Letters
of
Credit,
the
Commitments
and
this
Agreement,
or(iv)
such
other
representation,
warranty
and
covenant
as
may
be
agreed
in
writing
between
the
Administrative
Agent,in
its
sole
discretion,
and
such
Lender.(b)
In
addition,
unless
sub-clause
(i)
in
the
immediately
preceding
clause
(a)
is
true
with
respect
to
a
Lender
or
such
Lenderhas
not
provided
another
representation,
warranty
and
covenant
as
provided
in
sub-clause
(iv)
in
the
immediately
preceding
clause
(a),
such
Lenderfurther
(x)
represents
and
warrants,
as
of
the
date
such
Person
became
a
Lender
party
thereto,
to,
and
(y)
covenants,
from
the
date
such
Person
became
aLender
party
hereto
to
the
date
such
Person
ceases
being
a
Lender
party
hereto,
for
the
benefit
of,
the
Administrative
Agent,
the
Sole
Arranger,
and
theirrespective
Affiliates,
and
not,
for
the
avoidance
of
doubt,
to
or
for
the
benefit
of
the
Borrower
or
any
other
Loan
Party,
that:(i)
none
of
the
Administrative
Agent,
the
Sole
Arranger,
or
any
of
their
respective
Affiliates
is
a
fiduciary
withrespect
to
the
assets
of
such
Lender
(including
in
connection
with
the
reservation
or
exercise
of
any
rights
by
the
Administrative
Agent
underthis
Agreement,
any
Loan
Document
or
any
documents
related
hereto
or
thereto),(ii)
the
Person
making
the
investment
decision
on
behalf
of
such
Lender
with
respect
to
the
entrance
into,participation
in,
administration
of
and
performance
of
the
Loans,
the
Letters
of
Credit,
the
Commitments
and
this
Agreement
is
independent(within
the
meaning
of
29
CFR
§
2510.3-21)
and
is
a
bank,
an
insurance
carrier,
an
investment
adviser,
a
broker-dealer
or
other
person
thatholds,
or
has
under
management
or
control,
total
assets
of
at
least
$50
million,
in
each
case
as
described
in
29
CFR
§
2510.3-21(c)(1)(i)(A)-(E),(iii)
the
Person
making
the
investment
decision
on
behalf
of
such
Lender
with
respect
to
the
entrance
into,participation
in,
administration
of
and
performance
of
the
Loans,
the
Letters
of
Credit,
the
Commitments
and
this
Agreement
is
capable
ofevaluating
investment
risks
independently,
both
in
general
and
with
regard
to
particular
transactions
and
investment
strategies
(including
inrespect
of
the
Obligations),(iv)
the
Person
making
the
investment
decision
on
behalf
of
such
Lender
with
respect
to
the
entrance
into,participation
in,
administration
of
and
performance
of
the
Loans,
the
Letters
of
Credit,
the
Commitments
and
this
Agreement
is
a
fiduciary
underERISA
or
the
Code,
or
both,
with
respect
to
the
Loans,
the
Letters
of
Credit,
the
Commitments
and
this
Agreement
and
is
responsible
forexercising
independent
judgment
in
evaluating
the
transactions
hereunder,
and(v)
no
fee
or
other
compensation
is
being
paid
directly
to
the
Administrative
Agent,
the
Sole
Arranger
or
any
of
theirrespective
Affiliates
for
investment
advice
(as
opposed
to
other
services)
in
connection
with
the
Loans,
the
Letters
of
Credit,
the
Commitmentsor
this
Agreement.(c)
The
Administrative
Agent
and
the
Sole
Arranger
hereby
inform
the
Lenders
that
each
such
Person
is
not
undertaking
toprovide
impartial
investment
advice,
or
to
give
advice
in
a
fiduciary
capacity,
in
connection
with
the
transactions
contemplated
hereby,
and
that
suchPerson
has
a
financial
interest
in
the
transactions
contemplated
hereby
in
that
such
Person
or
an
Affiliate
thereof
(i)
may
receive
interest
or
otherpayments
with
respect
to
the
Loans,
the
Letters
of
Credit,
the
Commitments
and
this
Agreement,
(ii)
may
recognize
a
gain
if
it
extended
the
Loans,
theLetters
of
Credit
or
the
Commitments
for
an
amount
less
than
the
amount
being
paid
for
an
interest
in
the
Loans,
the
Letters
of
Credit
or
theCommitments
by
such
Lender
or
(iii)
may
receive
fees
or
other
payments
in
connection
with
the
transactions
contemplated
hereby,
the
Loan
Documentsor
otherwise,
including
structuring
fees,
commitment
fees,
arrangement
fees,
facility
fees,
upfront
fees,
underwriting
fees,
ticking
fees,
agency
fees,administrative
agent
or
collateral
agent
fees,83Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.utilization
fees,
minimum
usage
fees,
letter
of
credit
fees,
fronting
fees,
deal-away
or
alternate
transaction
fees,
amendment
fees,
processing
fees,
term
outpremiums,
banker’s
acceptance
fees,
breakage
or
other
early
termination
fees
or
fees
similar
to
the
foregoing.(remainder of page left intentionally blank)84Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.IN WITNESS WHEREOF ,
the
parties
hereto
have
caused
this
Agreement
to
be
duly
executed
by
their
respective
authorized
officers
as
of
theday
and
year
first
above
written.LENDINGTREE, LLC

By:/s/
J.D.
Moriarty
Name:
J.D.
Moriarty
Title:
CFO



LENDINGTREE, INC.

By:/s/
J.D.
Moriarty
Name:
J.D.
Moriarty
Title:
CFOConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SUNTRUST BANKas
the
Administrative
Agent,
the
Issuing
Bank,
the
Swingline
Lender
and
aLender

By:/s/
Cynthia
W.
Burton
Name:
Cynthia
W.
Burton
Title:
DirectorConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.BANK OF AMERICA, N.A.as
a
Lender

By:/s/
Charles
R.
Dickerson
Name:
Charles
R.
Dickerson
Title:
Senior
Vice
PresidentConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.ROYAL BANK OF CANADAas
a
Lender

By:/s/
J.
Christian
Gutierrez
Name:
J.
Christian
Gutierrez
Title:
Authorized
SignatoryConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.FIFTH THIRD BANKas
a
Lender

By:/s/
Jodie
R.
Ayres
Name:
Jodie
R.
Ayres
Title:
Vice
PresidentConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.REGIONS BANKas
a
Lender

By:/s/
Jason
Douglas
Name:
Jason
Douglas
Title:
DirectorConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.JPMORGAN CHASE BANK, N.A.as
a
Lender

By:/s/
Justin
Burton
Name:
Justin
Burton
Title:
Vice
PresidentConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.GOLDMAN SACHS BANK USAas
a
Lender

By:/s/
Rebecca
Kratz
Name:
Rebecca
Kratz
Title:
Authorized
SignatoryConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.IMPORTANT NOTE TO INVESTORS: (1) the representations and warranties contained in the agreement were made for the purposes of allocatingcontractual risk between the parties and not as a means of establishing facts; (2) the agreement may have different standards of materiality thanstandards of materiality under applicable securities laws; (3) the representations are qualified by a confidential disclosure schedule that contains somenonpublic information that is not material under applicable securities laws; (4) facts may have changed since the date of the agreement; and (5) onlyparties to the agreement and specified third-party beneficiaries have a right to enforce the agreement.SCHEDULE IApplicable Margin and Applicable PercentagePricing LevelConsolidated Total Net Leverage RatioApplicable Margin forEurodollar LoansApplicable Margin forBase Rate LoansApplicable Percentagefor Commitment FeeIGreater
than
3.50
to
1.002.00%1.00%0.45%IIGreater
than
to
2.50
to
1.00
but
less
than
or
equal3.50
to
1.001.75%0.75%0.35%IIIGreater
than
1.50
to
1.00
but
less
than
or
equal
to2.50
to
1.001.50%0.50%0.30%IVLess
than
or
equal
to
1.50
to
1.001.25%0.25%0.25%Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE IICommitment AmountsLenderRevolvingCommitment AmountSunTrust
Bank$[***]Bank
of
America,
N.A.$[***]Royal
Bank
of
Canada$[***]Fifth
Third
Bank$[***]Regions
Bank$[***]JPMorgan
Chase
Bank,
N.A.$[***]Goldman
Sachs
Bank
USA$[***]Total$250,000,000Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 1.1(A)Immaterial Subsidiaries1. HLC
Escrow,
Inc.,
a
California
corporation2.




LT
Real
Estate,
Inc.,
a
Delaware
corporation3.




Rexford
Office
Holdings,
LLC,
a
Delaware
limited
liability
company4.




Home
Loan
Center,
Inc.,
a
California
corporation5.




LT
India
Holding
Company,
LLC,
a
Delaware
limited
liability
company6.




DegreeTree,
Inc.,
a
Delaware
corporation7.




Tree.com
BU
Holding
Company,
Inc.,
a
Delaware
corporationConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 1.1(B)Subsidiary Loan Parties1.




LendingTree,
LLC,
a
Delaware
limited
liability
company2.




Iron
Horse
Holdings,
LLC,
a
Delaware
limited
liability
companyConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 4.5Environmental MattersNone.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 4.14SubsidiariesOwnerName
of
SubsidiaryJurisdiction
and
Type
of
EntityOwnership
InterestLoan
Party
(yes
or
no)LendingTree,
Inc.LendingTree,
LLCDelaware
limited
liabilitycompany100%YesLendingTree,
LLCDegreeTree,
Inc.Delaware
corporation100%NoLendingTree,
LLCTree.com
BU
HoldingCompany,
Inc.Delaware
corporation100%NoLendingTree,
LLCIron
Horse
Holdings,
LLCDelaware
limited
liabilitycompany100%YesLendingTree,
LLCHome
Loan
Center,
Inc.California
corporation100%NoHome
Loan
Center,
Inc.HLC
Escrow,
Inc.California
corporation100%NoLendingTree,
LLCLT
Real
Estate,
Inc.Delaware
corporation100%NoLendingTree,
LLCLT
India
HoldingCompany,
LLCDelaware
limited
liabilitycompany100%NoLendingTree,
LLCRexford
Office
Holdings,LLCDelaware
limited
liabilitycompany100%NoConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 4.16Deposit and Disbursement AccountsName
and
Address
of
Depository
InstitutionAccount
NumberType
of
AccountOwnerBank
of
America,
Dallas,
TXScott
McGeein,
Bank
of
AmericaNC1-028-13-05150
North
College
StreetCharlotte,
NC
28255
980-386-1125[***]CheckingLendingTree,
LLCBank
of
America,
Atlanta,
GAScott
McGeein,
Bank
of
AmericaNC1-028-13-05150
North
College
StreetCharlotte,
NC
28255
980-386-1125[***]CheckingLendingTree,
LLCBank
of
America,
Dallas,
TXScott
McGeein,
Bank
of
AmericaNC1-028-13-05150
North
College
StreetCharlotte,
NC
28255
980-386-1125[***]LockboxLendingTree,
LLCBank
of
America,
Dallas,
TXScott
McGeein,
Bank
of
AmericaNC1-028-13-05150
North
College
StreetCharlotte,
NC
28255
980-386-1125[***]CheckingLendingTree,
LLCBank
of
America,
Dallas,
TXScott
McGeein,
Bank
of
AmericaNC1-028-13-05150
North
College
StreetCharlotte,
NC
28255
980-386-1125[***]Demand
DepositLendingTree,
LLCBank
of
America,
Dallas,
TXScott
McGeein,
Bank
of
AmericaNC1-028-13-05150
North
College
StreetCharlotte,
NC
28255
980-386-1125[***]CheckingIron
Horse
Holdings,
LLCBank
of
America,
Dallas,
TXScott
McGeein,
Bank
of
AmericaNC1-028-13-05150
North
College
StreetCharlotte,
NC
28255
980-386-1125[***]LockboxIron
Horse
Holdings,
LLCJPMorgan
Chase,
San
Antonio,
TXMatt
Tugwell,
JPMorgan
Chase
&
Co.6000
Fairview
Road,
Suite
1233Charlotte,
NC
28210
704-544-4271[***]CheckingLendingTree,
LLCJPMorgan
Chase,
San
Antonio,
TXMatt
Tugwell,
JPMorgan
Chase
&
Co.6000
Fairview
Road,
Suite
1233Charlotte,
NC
28210
704-544-4271[***]CheckingLendingTree,
LLCHSBC
Bank
USA,
NA,
NY,
NYLinda
J.
Kelly,
HSBC
Bank168
Centre
Street,
2
nd

FloorNew
York,
NY
10003
646-344-8259[***]CheckingLendingTree,
LLCConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Fifth
Third
Bank5050
Kingsley
DriveMD
1MOB2DCincinnati,
OH
45263[***]EscrowLendingTree,
LLCServisFirst
BankP.O.
Box
1508Birmingham,
AL
35201-1508[***]EscrowLendingTree,
LLCFifth
Third
Bank5050
Kingsley
DriveMD
1MOB2DCincinnati,
OH
45263[***]EscrowLendingTree,
LLCFifth
Third
Bank5050
Kingsley
DriveMD
1MOB2DCincinnati,
OH
45263[***]EscrowLendingTree,
LLCConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 7.1Existing IndebtednessNone.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 7.2Existing LiensNone.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 7.4Existing InvestmentsSecurities AccountsName and Addressof Securities Intermediary:Merrill Lynch, Pierce, Fenner & Smith, Inc., Lakewood, NJAccount Number:[***]Name and Addressof Securities Intermediary:Goldman Sachs & Co. LLCAccount Number:[***]Name and Addressof Securities Intermediary:Citigroup Inc.Account Number:[***]SecuritiesName and Address of Securities Issuer:LendingTree,
Inc.
owns
100%
of
the
membership
interests
of
LendingTree,
LLC.Type of Equity Interest Evidenced by Such Securities:Membership
InterestsCertificated or Uncertificated:UncertificatedIf Certificated, Certificate Numbers, and Number ofShares or Other Type of Equity Interest Evidenced bySuch Certificates:n/aName and Address of Securities Issuer:LendingTree,
LLC
owns
100%
of
the
outstanding
equity
of
Rexford
Office
Holdings,
LLC.Type of Equity Interest Evidenced by Such Securities:Membership
InterestCertificated or Uncertificated:uncertificatedIf Certificated, Certificate Numbers, and Number ofShares or Other Type of Equity Interest Evidenced bySuch Certificates:n/aName and Address of Securities Issuer:[***]Type of Equity Interest Evidenced by Such Securities:Common
StockCertificated or Uncertificated:CertificatedIf Certificated, Certificate Numbers, and Number ofShares or Other Type of Equity Interest Evidenced bySuch Certificates:Certificate
No.
P-1:
1,800
shares
of
Preferred
StockCertificate
No.
A-1:
950
shares
of
Class
A
Common
StockConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Name and Address of Securities Issuer:Home
Loan
Center,
Inc.
owns
all
of
the
outstanding
equity
of
HLC
Escrow,
Inc.Type of Equity Interest Evidenced by Such Securities:Common
StockCertificated or Uncertificated:CertificatedIf Certificated, Certificate Numbers, and Number ofShares or Other Type of Equity Interest Evidenced bySuch Certificates:Certificate
No.
1:
10,000
shares
of
Common
Stock
 Name and Address of Securities Issuer:LendingTree,
LLC
owns
100%
of
the
outstanding
equity
of
Iron
Horse
Holdings,
LLC.Type of Equity Interest Evidenced by Such Securities:Membership
InterestCertificated or Uncertificated:UncertificatedIf Certificated, Certificate Numbers, and Number ofShares or Other Type of Equity Interest Evidenced bySuch Certificates:n/aName and Address of Securities Issuer:LendingTree,
LLC
owns
100%
of
the
outstanding
equity
of
LT
India
Holding
Company,LLC.Type of Equity Interest Evidenced by Such Securities:Membership
InterestCertificated or Uncertificated:uncertificatedIf Certificated, Certificate Numbers, and Number ofShares or Other Type of Equity Interest Evidenced bySuch Certificates:n/aName and Address of Securities Issuer:LendingTree,
LLC
owns
100%
of
the
outstanding
equity
of
LT
Real
Estate,
Inc..Type of Equity Interest Evidenced by Such Securities:Common
StockCertificated or Uncertificated:CertificatedIf Certificated, Certificate Numbers, and Number ofShares or Other Type of Equity Interest Evidenced bySuch Certificates:Certificate
No.
2:
1,000
shares
of
Common
StockName and Address of Securities Issuer:LendingTree,
LLC
owns
100%
of
the
outstanding
equity
of
DegreeTree,
Inc..Type of Equity Interest Evidenced by Such Securities:Common
StockCertificated or Uncertificated:CertificatedIf Certificated, Certificate Numbers, and Number ofShares or Other Type of Equity Interest Evidenced bySuch Certificates:Certificate
No.
A-1:
950
shares
of
Class
A
Common
StockCertificate
No.
P-1:
170
shares
of
Preferred
StockConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Name and Address of Securities Issuer:LendingTree,
LLC
owns
100%
of
the
outstanding
equity
of
Home
Loan
Center,
Inc.Type of Equity Interest Evidenced by Such Securities:Common
StockCertificated or Uncertificated:CertificatedIf Certificated, Certificate Numbers, and Number ofShares or Other Type of Equity Interest Evidenced bySuch Certificates:Certificate
No.
1:
100
shares
of
Common
StockDerivatives maintained with Bank of America, N.A. and Royal Bank of Canada in connection with the Permitted Bond Hedge Transaction.Commodity Accounts – N/AName and Addressof Commodity Intermediary:
Account Number:
Promissory Notes, Evidences of Indebtedness, and Other Instruments[***]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 7.5Affiliate Transactions3.




Separation
and
Distribution
Agreement,
dated
as
of
August
20,
2008
(the
"Spinco
Agreement"),
by
and
among
IAC/InterActiveCorp,
a
Delawarecorporation
("IAC"),
HSN,
Inc.,
a
Delaware
corporation,
Interval
Leisure
Group,
Inc.,
a
Delaware
corporation,
Ticketmaster,
a
Delaware,
and
Parent
(formerlyknown
as
Tree.com,
Inc.,
a
Delaware
corporation).Description:
This
is
the
master
agreement
providing
for
the
separation
of
assets
and
liabilities
between
"new"
IAC
and
the
four
"Spincos"
(including
Tree.com,
Inc.),
and
defining
liability
and
indemnification
in
the
event
of
a
breach
or
unwinding.4.




Registration
Rights
Agreement,
dated
as
of
August
20,
2008
(the
"Registration
Rights
Agreement"),
among
Tree.com,
Inc.
(formerly
known
asTree.com,
Inc.,
a
Delaware
corporation),
Liberty
Media
Corporation
("Liberty
Media")
and
Liberty
USA
Holdings,
LLC
("Liberty
USA"
and,
together
withLiberty
Media,
the
"Liberty
Parties").Description:
Under
the
Registration
Rights
Agreement,
the
Liberty
Parties
and
their
permitted
transferees
(collectively,
the
"Holders")
are
entitled
to
threedemand
registration
rights
(and
unlimited
piggyback
registration
rights)
in
respect
of
the
shares
of
Parent's
common
stock
received
by
the
Liberty
Partiesas
a
result
of
the
Parent's
spin-off
and
other
shares
of
Parent
common
stock
acquired
by
the
Liberty
Parties
consistent
with
the
Spinco
Agreement(collectively,
the
"Registrable
Shares").
The
Holders
will
be
permitted
to
exercise
their
registration
rights
in
connection
with
certain
hedging
transactionsthat
they
may
enter
into
in
respect
of
the
Registrable
Shares.Parent
will
be
obligated
to
indemnify
the
Holders,
and
each
selling
Holder
will
be
obligated
to
indemnify
Parent,
against
specified
liabilities
in
connectionwith
misstatements
or
omissions
in
any
registration
statement.5.




Spinco
Assignment
and
Assumption
Agreement,
dated
as
of
August
20,
2008
(the
"Spinco
Assignment"),
among
IAC/InterActiveCorp,
Tree.com,Inc.
(formerly
known
as
Tree.com,
Inc.,
a
Delaware
corporation),
Liberty
Media
Corporation
and
Liberty
USA
Holdings,
LLC.Description:
Under
the
Spinco
Assignment,
IAC
assigned
and
Parent
assumed
from
IAC
all
of
IAC's
rights
and
obligations
under
the
Spinco
Agreementthat
provide
for
certain
post-spin-off
arrangements
relating
to
the
Issuer.6.




Splitco
Assignment
and
Assumption
Agreement,
dated
November
2,
2017
(the
“Splitco
Assignment”),
among
General
Communication,
Inc.
(whichwas
renamed
GCI
Liberty,
Inc.),
Liberty
Interactive
Corporation
(f/k/a
Liberty
Media
Corporation),
Liberty
USA
Holdings,
LLC,
Ventures
Holdco,
LLC,
andLendingTree,
Inc.Description:
Under
the
Splitco
Assignment,
Liberty
Interactive
Corporation
assigned
and
General
Communication,
Inc.
assumed
from
Liberty
InteractiveCorporation
all
of
Liberty
Interactive
Corporation’s
rights
and
obligations
under
the
Spinco
Agreement
and
the
Registration
Rights
Agreement.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTIONThis
Assignment
and
Assumption
(the
“
Assignment
and
Assumption
”)
is
dated
as
of
the
Effective
Date
set
forth
below
and
is
entered
into
byand
between
[the][each]
Assignor
identified
in
item
1
below
([the][each,
an]
“
Assignor
”)
and
[the][each]
Assignee
identified
in
item
2
below
([the]
[each,
an]
“Assignee
”).
[It
is
understood
and
agreed
that
the
rights
and
obligations
of
[the
Assignors]
[the
Assignees]
hereunder
are
several
and
not
joint.]
Capitalized
termsused
but
not
defined
herein
shall
have
the
meanings
given
to
them
in
the
Amended
and
Restated
Credit
Agreement
identified
below
(as
amended,
amended
andrestated,
supplemented,
or
otherwise
modified
from
time
to
time,
the
“
Credit
Agreement
”),
receipt
of
a
copy
of
which
is
hereby
acknowledged
by
[the][each]Assignee.
The
Standard
Terms
and
Conditions
set
forth
in
Annex
1
attached
hereto
are
hereby
agreed
to
and
incorporated
herein
by
reference
and
made
a
part
ofthis
Assignment
and
Assumption
as
if
set
forth
herein
in
full.For
an
agreed
consideration,
[the][each]
Assignor
hereby
irrevocably
sells
and
assigns
to
[the
Assignee][the
respective
Assignees],
and
[the][each]
Assignee
hereby
irrevocably
purchases
and
assumes
from
[the
Assignor][the
respective
Assignors],
subject
to
and
in
accordance
with
the
Standard
Termsand
Conditions
and
the
Credit
Agreement,
as
of
the
Effective
Date
inserted
by
the
Administrative
Agent
as
contemplated
below
(i)
all
of
[the
Assignor’s][therespective
Assignors’]
rights
and
obligations
in
[its
capacity
as
a
Lender][their
respective
capacities
as
Lenders]
under
the
Credit
Agreement
and
any
otherdocuments
or
instruments
delivered
pursuant
thereto
to
the
extent
related
to
the
amount
and
percentage
interest
identified
below
of
all
of
such
outstanding
rightsand
obligations
of
[the
Assignor][the
respective
Assignors]
under
the
respective
facilities
identified
below
(including,
without
limitation,
any
letters
of
credit,guarantees,
and
swingline
loans
included
in
such
facilities),
and
(ii)
to
the
extent
permitted
to
be
assigned
under
applicable
law,
all
claims,
suits,
causes
of
actionand
any
other
right
of
[the
Assignor
(in
its
capacity
as
a
Lender)][the
respective
Assignors
(in
their
respective
capacities
as
Lenders)]
against
any
Person,
whetherknown
or
unknown,
arising
under
or
in
connection
with
the
Credit
Agreement,
any
other
documents
or
instruments
delivered
pursuant
thereto
or
the
loantransactions
governed
thereby
or
in
any
way
based
on
or
related
to
any
of
the
foregoing,
including,
but
not
limited
to,
contract
claims,
tort
claims,
malpracticeclaims,
statutory
claims
and
all
other
claims
at
law
or
in
equity
related
to
the
rights
and
obligations
sold
and
assigned
pursuant
to
clause
(i)
above
(the
rights
andobligations
sold
and
assigned
by
[the][any]
Assignor
to
[the][any]
Assignee
pursuant
to
clauses
(i)
and
(ii)
above
being
referred
to
herein
collectively
as
[the][an]
“Assigned
Interest
”).
Each
such
sale
and
assignment
is
without
recourse
to
[the]
[any]
Assignor
and,
except
as
expressly
provided
in
this
Assignment
andAssumption,
without
representation
or
warranty
by
[the]
[any]
Assignor.1.



Assignor[s]:







____________________________________________________________



2.Assignee[s]:







____________________________________________________________[for
each
Assignee,
indicate
[Affiliate]
[Approved
Fund]
of
[
identify Lender ]3.Borrower:







LendingTree,
LLC,
a
Delaware
limited
liability
company(the
“
Borrower
”)4.AdministrativeAgent:











SunTrust
Bank,
as
the
administrative
agent
under
the
Credit
Agreement
(in
such
capacity,
together
with
itssuccessors
and
assigns,
the
“
Administrative
Agent
”)5.Credit
Agreement:



Amended
and
Restated
Credit
Agreement
dated
as
of
November
21,
2017
(as
amended,
restated,
amended
and
restated,
supplementedand/or
otherwise
modified
from
time
to
time,
the
“
Credit
Agreement
”)
by
and
among
the
Borrower,
LendingTree,
Inc.,
aDelaware
corporation,
each
lender
from
time
to
time
party
thereto
(the
“
Lenders
”)
and
SunTrust
Bank,
as
AdministrativeAgent
for
itself
and
the
Lenders.6.Assigned
Interest[s]:Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Assignor[s]Assignee[s]FacilityAssignedAggregate
Amount
ofCommitment/Loans
forall
LendersAmount
ofCommitment/LoansAssigned
8Percentage
Assignedof
Commitment/
LoansCUSIP
Number


$$%



$$%



$$%
[7.



Trade
Date:







______________]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Effective
Date:
_____________
___,
20___
[TO
BE
INSERTED
BY
ADMINISTRATIVE
AGENT
AND
WHICH
SHALL
BE
THE
EFFECTIVE
DATE
OFRECORDATION
OF
TRANSFER
IN
THE
REGISTER
THEREFOR.]The
terms
set
forth
in
this
Assignment
and
Assumption
are
hereby
agreed
to:ASSIGNOR[S][NAME
OF
ASSIGNOR]By:______________________________Title:[NAME
OF
ASSIGNOR]By:______________________________Title:ASSIGNEE[S][NAME
OF
ASSIGNEE]By:______________________________Title:[NAME
OF
ASSIGNEE]By:______________________________Title:[Consented
to
and]
Accepted:SUNTRUST BANK ,
as
Administrative
Agent,
Issuing
Bank
and
Swingline
LenderBy:
_________________________________Title:[Consented
to:]LENDINGTREE, LLC ,
as
the
BorrowerBy
























Name:



Title:]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.ANNEX
1AMENDED
AND
RESTATED
CREDIT
AGREEMENTDATED
AS
OF
NOVEMBER
21,
2017BY
AND
AMONG
LENDINGTREE,
LLC,
A
DELAWARE
LIMITED
LIABILITY
COMPANY,LENDINGTREE,
INC.,
A
DELAWARE
CORPORATION,THE
SEVERAL
BANKS
AND
OTHER
FINANCIAL
INSTITUTIONS
AND
LENDERS
FROM
TIME
TO
TIME
PARTY
THERETO,
AND
SUNTRUSTBANK,
AS
ADMINISTRATIVE
AGENTSTANDARD
TERMS
AND
CONDITIONS
FORASSIGNMENT
AND
ASSUMPTION1.




Representations
and
Warranties
.1.1




Assignor[s]
.
[The][Each]
Assignor
(a)
represents
and
warrants
that
(i)
it
is
the
legal
and
beneficial
owner
of
[the][the
relevant]
AssignedInterest,
(ii)
[the][such]
Assigned
Interest
is
free
and
clear
of
any
lien,
encumbrance
or
other
adverse
claim,
(iii)
it
has
full
power
and
authority,
and
has
taken
allaction
necessary,
to
execute
and
deliver
this
Assignment
and
Assumption
and
to
consummate
the
transactions
contemplated
hereby
and
(iv)
it
is
[not]
a
DefaultingLender;
and
(b)

assumes
no
responsibility
with
respect
to
(i)
any
statements,
warranties
or
representations
made
in
or
in
connection
with
the
Credit
Agreement
orany
other
Loan
Document,
(ii)
the
execution,
legality,
validity,
enforceability,
genuineness,
sufficiency
or
value
of
the
Loan
Documents
or
any
collateralthereunder,
(iii)
the
financial
condition
of
the
Borrower,
any
of
its
Subsidiaries
or
Affiliates
or
any
other
Person
obligated
in
respect
of
any
Loan
Document,
or
(iv)the
performance
or
observance
by
the
Borrower,
any
of
its
Subsidiaries
or
Affiliates
or
any
other
Person
of
any
of
their
respective
obligations
under
any
LoanDocument.1.2.




Assignee[s]
.
[The][Each]
Assignee
(a)
represents
and
warrants
that
(i)
it
has
full
power
and
authority,
and
has
taken
all
action
necessary,to
execute
and
deliver
this
Assignment
and
Assumption
and
to
consummate
the
transactions
contemplated
hereby
and
to
become
a
Lender
under
the
CreditAgreement,
(ii)
it
meets
all
the
requirements
to
be
an
assignee
under
Section
10.4
of
the
Credit
Agreement
(subject
to
such
consents,
if
any,
as
may
be
requiredunder
Section
10.4
of
the
Credit
Agreement),
(iii)
from
and
after
the
Effective
Date,
it
shall
be
bound
by
the
provisions
of
the
Credit
Agreement
as
a
Lenderthereunder
and,
to
the
extent
of
[the][the
relevant]
Assigned
Interest,
shall
have
the
obligations
of
a
Lender
thereunder,
(iv)
it
is
sophisticated
with
respect
todecisions
to
acquire
assets
of
the
type
represented
by
the
Assigned
Interest
and
either
it,
or
the
Person
exercising
discretion
in
making
its
decision
to
acquire
theAssigned
Interest,
is
experienced
in
acquiring
assets
of
such
type,
(v)
it
has
received
a
copy
of
the
Credit
Agreement,
and
has
received
or
has
been
accorded
theopportunity
to
receive
copies
of
the
most
recent
financial
statements
delivered
pursuant
to
Section
5.1(b)
thereof,
as
applicable,
and
such
other
documents
andinformation
as
it
deems
appropriate
to
make
its
own
credit
analysis
and
decision
to
enter
into
this
Assignment
and
Assumption
and
to
purchase
[the][such]Assigned
Interest,
(vi)
it
has,
independently
and
without
reliance
upon
the
Administrative
Agent
or
any
other
Lender
and
based
on
such
documents
and
informationas
it
has
deemed
appropriate,
made
its
own
credit
analysis
and
decision
to
enter
into
this
Assignment
and
Assumption
and
to
purchase
[the][such]
AssignedInterest,
and
(vii)
if
it
is
a
Foreign
Person
attached
to
the
Assignment
and
Assumption
is
any
documentation
required
to
be
delivered
by
it
pursuant
to
the
terms
ofthe
Credit
Agreement,
duly
completed
and
executed
by
[the][such]
Assignee;
and
(b)
agrees
that
(i)
it
will,
independently
and
without
reliance
on
theAdministrative
Agent,
[the][any]
Assignor
or
any
other
Lender,
and
based
on
such
documents
and
information
as
it
shall
deem
appropriate
at
the
time,
continue
tomake
its
own
credit
decisions
in
taking
or
not
taking
action
under
the
Loan
Documents,
and
(ii)
it
will
perform
in
accordance
with
their
terms
all
of
the
obligationswhich
by
the
terms
of
the
Loan
Documents
are
required
to
be
performed
by
it
as
a
Lender.2.




Payments
.
From
and
after
the
Effective
Date,
the
Administrative
Agent
shall
make
all
payments
in
respect
of
[the][each]
Assigned
Interest(including
payments
of
principal,
interest,
fees
and
other
amounts)
to
[the][the
relevant]
Assignor
for
amounts
which
have
accrued
to
but
excluding
the
EffectiveDate
and
to
[the][the
relevant]
Assignee
for
amounts
which
have
accrued
from
and
after
the
Effective
Date.
Notwithstanding
the
foregoing,
the
AdministrativeAgent
shall
make
all
payments
of
interest,
fees
or
other
amounts
paid
or
payable
in
kind
from
and
after
the
Effective
Date
to
[the][the
relevant]
Assignee.3.




General
Provisions
.
This
Assignment
and
Assumption
shall
be
binding
upon,
and
inure
to
the
benefit
of,
the
parties
hereto
and
theirrespective
successors
and
assigns.
This
Assignment
and
Assumption
may
be
executed
in
any
number
of
counterparts,
which
together
shall
constitute
oneinstrument.
Delivery
of
an
executed
counterpart
of
a
signature
page
of
this
Assignment
and
Assumption
by
telecopy
shall
be
effective
as
delivery
of
a
manuallyexecuted
counterpart
of
this
Assignment
and
Assumption.
This
Assignment
and
Assumption
shall
be
governed
by,
and
construed
in
accordance
with,
the
law
of
theState
of
New
York.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.EXHIBIT BFORM OF GUARANTY AND SECURITY AGREEMENT[PLEASE
SEE
ATTACHED.]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENTdated
as
of
November
21,
2017made
byLENDINGTREE, LLC as
Borrower,LENDINGTREE, INC. ,
as
Parent,andTHE OTHER GRANTORS FROM TIME TO TIME PARTY HERETOin
favor
ofSUNTRUST BANK as
Administrative
AgentConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.ARTICLE IDEFINITIONS    1Section
1.1Definitions



1Section
1.2Other
Definitional
Provisions;
References



5ARTICLE IIGUARANTEE    5Section
2.1Guarantee



5Section
2.2Payments



7ARTICLE IIIGRANT OF SECURITY INTEREST    7Section
3.1Grant
of
Security
Interest



7Section
3.2Transfer
of
Pledged
Securities



8Section
3.3Grantors
Remain
Liable
under
Accounts,
Chattel
Paper
and
Payment
Intangibles



8ARTICLE IVACKNOWLEDGMENTS, WAIVERS AND CONSENTS    9Section
4.1Acknowledgments,
Waivers
and
Consents



9Section
4.2No
Subrogation,
Contribution
or
Reimbursement



11ARTICLE VREPRESENTATIONS AND WARRANTIES    12Section
5.1Confirmation
of
Representations
in
Credit
Agreement



12Section
5.2Benefit
to
the
Guarantors



12Section
5.3First
Priority
Liens



12Section
5.4Legal
Name,
Organizational
Status,
Chief
Executive
Office



12Section
5.5Prior
Names,
Prior
Chief
Executive
Offices



12Section
5.6Goods



13Section
5.7Chattel
Paper



13Section
5.8Truth
of
Information;
Accounts



13Section
5.9Reserved



13Section
5.10Copyrights,
Patents
and
Trademarks



13ARTICLE VICOVENANTS    13Section
6.1Covenants
in
Credit
Agreement



13Section
6.2Maintenance
of
Perfected
Security
Interest;
Further
Documentation



14Section
6.3Maintenance
of
Records



14Section
6.4Right
of
Inspection



15Section
6.5Further
Identification
of
Collateral



15Section
6.6Changes
in
Names,
Locations



15Section
6.7Compliance
with
Contractual
Obligations



15Section
6.8Limitations
on
Dispositions
of
Collateral



15Section
6.9Pledged
Securities



15Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Section
6.10Limitations
on
Modifications,
Waivers,
Extensions
of
Agreements
Giving
Rise
to
Accounts



16Section
6.11Analysis
of
Accounts



17Section
6.12Instruments
and
Tangible
Chattel
Paper



17Section
6.13Copyrights,
Patents
and
Trademarks



17Section
6.14Commercial
Tort
Claims



18ARTICLE VIIREMEDIAL PROVISIONS    19Section
7.1Pledged
Securities



19Section
7.2Collections
on
Accounts



20Section
7.3Proceeds



20Section
7.4UCC
and
Other
Remedies



20Section
7.5Private
Sales
of
Pledged
Securities



21Section
7.6Waiver;
Deficiency



22Section
7.7Non-Judicial
Enforcement



22ARTICLE VIII THE ADMINISTRATIVE AGENT22Section
8.1The
Administrative
Agent’s
Appointment
as
Attorney-in-Fact



22Section
8.2Duty
of
the
Administrative
Agent



24Section
8.3Filing
of
Financing
Statements



24Section
8.4Authority
of
the
Administrative
Agent



25ARTICLE IXSUBORDINATION OF INDEBTEDNESS    25Section
9.1Subordination
of
All
Guarantor
Claims



25Section
9.2Claims
in
Bankruptcy



25Section
9.3Payments
Held
in
Trust



25Section
9.4Liens
Subordinate



26Section
9.5Notation
of
Records



26ARTICLE XMISCELLANEOUS    26Section
10.1Waiver



26Section
10.2Notices



26Section
10.3Payment
of
Expenses,
Indemnities



26Section
10.4Amendments
in
Writing



27Section
10.5Successors
and
Assigns



27Section
10.6Severability



27Section
10.7Counterparts



27Section
10.8Survival



27Section
10.9Captions



28Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Section
10.10No
Oral
Agreements



28Section
10.11Governing
Law;
Submission
to
Jurisdiction



28Section
10.12WAIVER
OF
JURY
TRIAL



28Section
10.13Acknowledgments



29Section
10.14Additional
Grantors



29Section
10.15Set-Off



30Section
10.16Releases



30Section
10.17Reinstatement



31Section
10.18Acceptance



31Section
10.19Relation
to
Other
Security
Documents



31Section
10.20Amendment
and
Restatement;
No
Novation



31ARTICLE XIKEEPWELL    32Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SchedulesSchedule
1




-



Notice
Addresses
Schedule
2




-



Pledged
Securities
Schedule
3



-



Filings
and
Other
Actions
Required
to
Perfect
Security
Interests
Schedule
4



-



Legal
Name,
Organizational
Status,
Chief
Executive
Office
Schedule
5



-



Prior
Names
and
Prior
Chief
Executive
Offices
Schedule
6



-



Patents
and
Patent
Licenses
Schedule
7



-



Trademarks
and
Trademark
Licenses
Schedule
8



-



Copyrights
and
Copyright
Licenses
Schedule
9



-



Commercial
Tort
ClaimsAnnexesAnnex
I



-







Form
of
Assumption
Agreement
Annex
II



-



Form
of
Intellectual
Property
Security
Agreement
Annex
III



-



Form
of
Supplement
Annex
IV



-



Form
of
Acknowledgment
and
ConsentConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENTTHIS AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT ,
dated
as
of
November
21,
2017,
is
made
by
LENDINGTREE,LLC,
a
Delaware
limited
liability
company
(the
“
Borrower
”),
LENDINGTREE,
INC.,
a
Delaware
corporation
(“
Parent
”),
and
certain
Subsidiaries
of
theBorrower
identified
on
the
signature
pages
hereto
as
“Guarantors”
(together
with
the
Borrower,
Parent,
and
any
other
Subsidiary
of
the
Borrower
that
becomes
aparty
hereto
from
time
to
time
after
the
date
hereof,
each,
a
“
Grantor
”
and,
collectively,
the
“
Grantors
”),
in
favor
of
SUNTRUST
BANK,
as
administrative
agent(in
such
capacity,
together
with
its
successors
in
such
capacity,
the
“
Administrative
Agent
”)
for
the
Secured
Parties
(as
defined
below).WHEREAS, the
Borrower
and
Parent
are
entering
into
that
certain
Amended
and
Restated
Credit
Agreement,
dated
as
of
the
date
hereof,
by
and
among
theBorrower,
Parent,
the
Lenders
from
time
to
time
party
thereto,
the
Issuing
Bank,
and
the
Administrative
Agent,
providing
for
certain
credit
facilities,
including,without
limitation,
a
revolving
credit
facility
(as
amended,
restated,
supplemented,
replaced,
increased,
refinanced
or
otherwise
modified
from
time
to
time,
the
“Credit
Agreement
”);WHEREAS, it
is
a
condition
precedent
to
the
obligations
of
the
Lenders,
the
Issuing
Bank,
and
the
Administrative
Agent
under
the
Loan
Documents
that
theGrantors
are
required
to
enter
into
this
Agreement,
pursuant
to
which
the
Grantors
(other
than
the
Borrower)
shall
guaranty
all
Obligations
of
the
Borrower
and
theGrantors
(including
the
Borrower)
shall
grant
Liens
on
substantially
all
of
their
personal
property
to
the
Administrative
Agent,
on
behalf
of
the
Secured
Parties,
tosecure
their
respective
Obligations;WHEREAS ,
the
parties
hereto
previously
entered
into
that
certain
Guaranty
and
Security
Agreement
dated
as
of
October
22,
2015
(as
amended,
restated,supplemented,
or
otherwise
modified
from
time
to
time
prior
to
the
date
hereof,
the
“
Existing
Security
Agreement
”);
andWHEREAS ,
it
is
the
intent
of
the
parties
hereto
that
this
Agreement
not
constitute
a
novation
of
the
liabilities
and
obligations
existing
under
the
ExistingSecurity
Agreement
and
that
the
liabilities
and
obligations
existing
under
the
Existing
Security
Agreement
shall
remain
outstanding
and
that
this
Agreement
amendand
restate
in
its
entirety
the
Existing
Security
Agreement.NOW, THEREFORE, in
consideration
of
the
premises
and
to
induce
the
Administrative
Agent,
the
Lenders
and
the
Issuing
Bank
to
enter
into
the
CreditAgreement
and
to
induce
the
Lenders
and
the
Issuing
Bank
to
make
their
respective
extensions
of
credit
to
the
Borrower
thereunder,
each
Grantor
hereby
agreeswith
the
Administrative
Agent,
for
the
ratable
benefit
of
the
Secured
Parties,
as
follows:ARTICLE IDEFINITIONSSection 1.1 




Definitions .(a)




Each
term
defined
above
shall
have
the
meaning
set
forth
above
for
all
purposes
of
this
Agreement.
Unless
otherwise
defined
herein,terms
defined
in
the
Credit
Agreement
and
used
herein
shall
have
the
meanings
assigned
to
such
terms
in
the
Credit
Agreement,
and
the
terms
“Account
Debtor”,“Accounts”,
“Chattel
Paper”,
“Commercial
Tort
Claims”,
“Deposit
Accounts”,
“Documents”,
“Electronic
Chattel
Paper”,
“Equipment”,
“Fixtures”,
“GeneralIntangibles”,
“Goods”,
“Instruments”,
“Inventory”,
“Investment
Property”,
“Letter-of-Credit
Rights”,
“Payment
Intangibles”,
“Proceeds”,
“SupportingObligations”,
and
“Tangible
Chattel
Paper”
shall
have
the
meanings
assigned
to
such
terms
in
the
UCC
as
in
effect
on
the
date
hereof:(b)




The
following
terms
shall
have
the
following
meanings:“
Agreement
”
shall
mean
this
Amended
and
Restated
Guaranty
and
Security
Agreement,
as
amended,
restated,
supplemented
or
otherwise
modified
from
timeto
time.“
Bankruptcy
Code
”
shall
have
the
meaning
set
forth
in
Section
2.1(c)(i)
.“
Collateral
”
shall
have
the
meaning
set
forth
in
Section
3.1
.“
Copyright
Licenses
”
shall
mean
any
and
all
present
and
future
agreements
providing
for
the
granting
of
any
right
in
or
to
Copyrights
(whether
the
applicableGrantor
is
licensee
or
licensor
thereunder),
including,
without
limitation,
any
thereof
referred
to
in
Schedule
8
.“
Copyrights
”
shall
mean,
collectively,
with
respect
to
each
Grantor,
all
copyrights,
whether
registered
or
unregistered,
owned
by
or
assigned
to
such
Grantorand
all
registrations
and
applications
for
the
foregoing
(whether
by
statutory
or
commonConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.law,
whether
established
or
registered
in
the
United
States,
any
State
thereof,
or
any
other
country
or
any
political
subdivision
thereof
and,
in
each
case,
whetherowned
by
or
licensed
to
such
Grantor),
and
all
goodwill
associated
therewith,
now
existing
or
hereafter
adopted
or
acquired,
together
with
any
and
all
(i)
rights
andprivileges
arising
under
applicable
law
with
respect
to
such
Grantor’s
use
of
any
copyrights,
(ii)
reissues,
continuations,
extensions
and
renewals
thereof
andamendments
thereto,
(iii)
income,
fees,
royalties,
damages
and
payments
now
and
hereafter
due
and/or
payable
thereunder
and
with
respect
thereto,
includingdamages,
claims
and
payments
for
past,
present
or
future
infringements
thereof,
(iv)
rights
corresponding
thereto
throughout
the
world
and
(v)
rights
to
sue
forpast,
present
or
future
infringements
thereof,
including,
without
limitation,
any
thereof
referred
to
in
Schedule
8
.“
Excluded
Capital
Stock
”
shall
mean
(a)
any
voting
Capital
Stock
of
any
Foreign
Subsidiary
owned
by
any
Grantor
in
excess
of
66%
of
the
issued
andoutstanding
voting
Capital
Stock
of
such
Foreign
Subsidiary
and
(b)
any
Capital
Stock
of
any
Foreign
Subsidiary
which
is
not
a
Material
Subsidiary;
provided
,that
“Excluded
Capital
Stock”
shall
not
include
any
proceeds,
products,
substitutions
or
replacements
of
Excluded
Capital
Stock
(unless
such
proceeds,
products,substitutions
or
replacements
would
otherwise
constitute
Excluded
Capital
Stock).“
Excluded
Property
”
shall
mean
(i)
all
fee-owned
Real
Estate
and
all
Real
Estate
constituting
leasehold
interests;
(ii)
any
motor
vehicles,
aircraft,
and
otherassets
subject
to
certificates
of
title
to
the
extent
that
a
security
interest
therein
cannot
be
perfected
by
the
filing
of
a
UCC
financing
statement;
(iii)
any
Letter-of-Credit
Rights
(except
to
the
extent
constituting
a
support
obligation
for
other
Collateral
as
to
which
the
perfection
of
security
interests
in
such
other
Collateral
andthe
support
obligation
is
accomplished
solely
by
the
filing
of
a
UCC
financing
statement)
and
Commercial
Tort
Claims,
in
each
case,
with
a
value
of
less
than$500,000;
(iv)
Excluded
Capital
Stock;
(v)
any
license,
Instrument,
agreement,
or
other
General
Intangible
(other
than
Proceeds
and
Accounts
thereof)
to
theextent,
and
so
long
as,
the
pledge
thereof
as
Collateral
would
violate
the
terms
thereof
or
result
in
a
breach
by
any
Grantor
of
any
agreement
related
thereto,
butonly
to
the
extent,
and
only
for
so
long
as,
such
prohibition
is
not
terminated
or
rendered
unenforceable
or
otherwise
deemed
ineffective
by
the
UCC,
theBankruptcy
Code
or
any
other
applicable
law
and
such
prohibition
is
not
prohibited
under
Section
7.8
of
the
Credit
Agreement
(
provided
,
that
such
assets
shallcease
to
be
Excluded
Property
at
such
time
as
such
prohibition
or
restriction
is
terminated,
rendered
unenforceable,
or
deemed
ineffective
or
otherwise
ceases
to
bein
effect
and,
upon
such
prohibition
or
restriction
being
terminated,
rendered
unenforceable,
deemed
ineffective,
or
otherwise
ceasing
to
be
in
effect,
the
Liengranted
herein
shall
be
deemed
to
have
automatically
attached
to
such
assets);
(vi)
Excluded
Accounts
described
in
clauses
(a)
through
(c)
of
the
definition
thereof;(vii)
any
United
States
intent-to-use
trademark
applications
and
any
other
assets
to
the
extent
the
pledge
thereof
is
prohibited
by
any
applicable
law
(other
thanProceeds
and
Accounts
thereof),
but
only
to
the
extent,
and
for
so
long
as,
such
prohibition
is
not
terminated
or
rendered
unenforceable
or
otherwise
deemedineffective
by
the
UCC,
the
Bankruptcy
Code
or
any
other
applicable
law
(
provided
,
that
such
assets
shall
cease
to
be
Excluded
Property
at
such
time
as
suchprohibition
is
terminated,
rendered
unenforceable,
or
deemed
ineffective
or
otherwise
ceases
to
be
in
effect
and,
upon
such
prohibition
being
terminated,
renderedunenforceable,
deemed
ineffective
or
otherwise
ceasing
to
be
in
effect,
the
Lien
granted
herein
shall
be
deemed
to
have
automatically
attached
to
such
assets);
and(viii)
those
assets
of
the
Grantors
as
to
which
the
Administrative
Agent
shall
reasonably
determine
that
the
costs
of
obtaining
or
perfecting
such
security
interestare
excessive
in
relation
to
the
value
of
the
security
to
the
Secured
Parties
to
be
afforded
thereby;
provided
,
that
“Excluded
Property”
shall
not
include
anyproceeds,
products,
substitutions
or
replacements
of
Excluded
Property
(unless
such
proceeds,
products,
substitutions
or
replacements
would
otherwise
constituteExcluded
Property);
provided
,
further
,
that
upon
the
occurrence
of
an
event
that
renders
property
to
no
longer
constitute
Excluded
Property,
a
security
interest
insuch
property
shall
be
automatically
and
simultaneously
granted
hereunder
and
shall
be
included
as
Collateral
hereunder.“
Guaranteed
Obligations
”
shall
have
the
meaning
set
forth
in
Section
2.1(a)
.“
Guarantors
”
shall
mean,
collectively,
Parent
and
each
other
Grantor
(other
than
the
Borrower).“
Issuers
”
shall
mean,
collectively,
each
issuer
of
a
Pledged
Security.“
Monetary
Obligation
”
shall
mean
a
monetary
obligation
secured
by
Goods
or
owed
under
a
lease
of
Goods
and
includes
a
monetary
obligation
with
respectto
software
used
in
Goods.“
Note
”
shall
mean
an
instrument
that
evidences
a
promise
to
pay
a
Monetary
Obligation
and
any
other
instrument
within
the
description
of
“promissory
note”as
defined
in
Article
9
of
the
UCC.“
Patent
Licenses
”
shall
mean
any
and
all
present
and
future
agreements
providing
for
the
granting
of
any
right
in
or
to
Patents
(whether
the
applicableGrantor
is
licensee
or
licensor
thereunder),
including,
without
limitation,
any
thereof
referred
to
in
Schedule
6
.“
Patents
”
shall
mean,
collectively,
with
respect
to
each
Grantor,
all
letters
patent
issued
or
assigned
to,
and
all
patent
applications
and
registrations
made
by,such
Grantor
(whether
established
or
registered
or
recorded
in
the
United
States,
any
State
thereof
or
any
other
country
or
any
political
subdivision
thereof
and,
ineach
case,
whether
owned
by
or
licensed
to
such
Grantor),
and
all
goodwill
associated
therewith,
now
existing
or
hereafter
adopted
or
acquired,
together
with
anyand
all
(i)Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.rights
and
privileges
arising
under
applicable
law
with
respect
to
such
Grantor’s
use
of
any
patents,
(ii)
inventions
and
improvements
described
and
claimedtherein,
(iii)
reissues,
divisions,
continuations,
renewals,
extensions
and
continuations-in-part
thereof
and
amendments
thereto,
and
rights
to
obtain
any
of
theforegoing,
(iv)
income,
fees,
royalties,
damages,
claims
and
payments
now
or
hereafter
due
and/or
payable
thereunder
and
with
respect
thereto
including
damagesand
payments
for
past,
present
or
future
infringements
thereof,
(v)
rights
corresponding
thereto
throughout
the
world
and
(vi)
rights
to
sue
for
past,
present
orfuture
infringements
thereof,
including,
without
limitation,
any
thereof
referred
to
in
Schedule
6
.“
Pledged
Certificated
Stock
”
shall
mean
all
certificated
securities
and
any
other
Capital
Stock
or
Stock
Equivalent
of
any
Person,
other
than
ExcludedProperty,
evidenced
by
a
certificate,
instrument
or
other
similar
document,
in
each
case
owned
by
any
Grantor,
and
any
distribution
of
property
made
on,
in
respectof
or
in
exchange
for
the
foregoing
from
time
to
time,
including
in
each
case
those
interests
set
forth
on
Schedule
2
to
the
extent
such
interests
are
certificated.“
Pledged
Securities
”
shall
mean,
collectively,
all
Pledged
Certificated
Stock
and
all
Pledged
Uncertificated
Stock.“
Pledged
Uncertificated
Stock
”
shall
mean
any
Capital
Stock
or
Stock
Equivalent
of
any
Person,
other
than
Pledged
Certificated
Stock
and
ExcludedProperty,
in
each
case
owned
by
any
Grantor,
including
all
right,
title
and
interest
of
any
Grantor
as
a
limited
or
general
partner
in
any
partnership
or
as
a
memberof
any
limited
liability
company
not
constituting
Pledged
Certificated
Stock,
all
right,
title
and
interest
of
any
Grantor
in,
to
and
under
any
organizational
documentof
any
partnership
or
limited
liability
company
to
which
it
is
a
party,
and
any
distribution
of
property
made
on,
in
respect
of
or
in
exchange
for
the
foregoing
fromtime
to
time,
including
in
each
case
those
interests
set
forth
on
Schedule
2
to
the
extent
such
interests
are
not
certificated.“
Qualified
ECP
Guarantor
”
shall
mean,
in
respect
of
any
Swap
Obligation,
each
Loan
Party
that
has
total
assets
exceeding
$10,000,000
at
the
time
therelevant
Guarantee
or
grant
of
the
relevant
security
interest
becomes
effective
with
respect
to
such
Swap
Obligation
or
such
other
person
as
constitutes
an
“eligiblecontract
participant”
under
the
Commodity
Exchange
Act
or
any
regulations
promulgated
thereunder
and
can
cause
another
Person
to
qualify
as
an
“eligiblecontract
participant”
at
such
time
by
entering
into
a
keepwell
under
Section
1a(18)(A)(v)(II)
of
the
Commodity
Exchange
Act.“
Secured
Obligations
”
shall
have
the
meaning
set
forth
in
Section
3.1
.“
Secured
Parties
”
shall
mean
the
Administrative
Agent,
the
Lenders,
the
Issuing
Bank,
the
Lender-Related
Hedge
Providers
and
the
Bank
Product
Providers.“
Securities
Act
”
shall
mean
the
Securities
Act
of
1933,
as
amended
and
in
effect
from
time
to
time.“
Stock
Equivalents
”
shall
mean
all
securities
convertible
into
or
exchangeable
for
Capital
Stock
or
any
other
Stock
Equivalent
and
all
warrants,
options
orother
rights
to
purchase,
subscribe
for
or
otherwise
acquire
any
Capital
Stock
or
any
other
Stock
Equivalent,
whether
or
not
presently
convertible,
exchangeable
orexercisable.“
Trademark
Licenses
”
shall
mean
any
and
all
present
and
future
agreements
providing
for
the
granting
of
any
right
in
or
to
Trademarks
(whether
theapplicable
Grantor
is
licensee
or
licensor
thereunder),
including,
without
limitation,
any
thereof
referred
to
in
Schedule
7
.“
Trademarks
”
shall
mean,
collectively,
with
respect
to
each
Grantor,
all
trademarks,
service
marks,
slogans,
logos,
certification
marks,
trade
dress,
uniformresource
locations
(URL’s),
domain
names,
corporate
names,
trade
names
and
other
source
or
business
identifiers,
whether
registered
or
unregistered,
owned
by
orassigned
to
such
Grantor
and
all
registrations
and
applications
for
the
foregoing
(whether
by
statutory
or
common
law,
whether
established
or
registered
in
theUnited
States,
any
State
thereof,
or
any
other
country
or
any
political
subdivision
thereof
and,
in
each
case,
whether
owned
by
or
licensed
to
such
Grantor),
and
allgoodwill
associated
therewith,
now
existing
or
hereafter
adopted
or
acquired,
together
with
any
and
all
(i)
rights
and
privileges
arising
under
applicable
law
withrespect
to
such
Grantor’s
use
of
any
trademarks,
(ii)
reissues,
continuations,
extensions
and
renewals
thereof
and
amendments
thereto,
(iii)
income,
fees,
royalties,damages
and
payments
now
and
hereafter
due
and/or
payable
thereunder
and
with
respect
thereto,
including
damages,
claims
and
payments
for
past,
present
orfuture
infringements
thereof,
(iv)
rights
corresponding
thereto
throughout
the
world
and
(v)
rights
to
sue
for
past,
present
or
future
infringements
thereof,
including,without
limitation,
any
thereof
referred
to
in
Schedule
7
.“
UCC
”
shall
mean
the
Uniform
Commercial
Code
as
in
effect
from
time
to
time
in
the
State
of
New
York.Section 1.2 




Other Definitional Provisions; References .
The
definition
of
terms
herein
shall
apply
equally
to
the
singular
and
plural
forms
of
theterms
defined.
Whenever
the
context
may
require,
any
pronoun
shall
include
the
corresponding
masculine,
feminine
and
neuter
forms.
The
words
“include”,“includes”
and
“including”
shall
be
deemed
to
be
followed
by
the
phrase
“without
limitation”.
The
word
“will”
shall
be
construed
to
have
the
same
meaning
andeffect
as
the
word
“shall”.
Unless
the
context
requires
otherwise
(a)
any
definition
of
or
reference
to
any
agreement,
instrument
or
other
document
herein
shall
beconstrued
as
referring
to
such
agreement,
instrument
or
other
document
as
from
time
to
time
amended,
supplemented
or
otherwise
modified
(subject
to
anyrestrictions
on
such
amendments,
supplements
or
modifications
set
forth
herein),
(b)
any
reference
herein
to
any
Person
shall
be
construed
to
include
such
Person’ssuccessors
and
assigns,
(c)
the
words
“herein”,
“hereof”
and
“hereunder”,
and
words
of
similar
import,
shall
be
construed
to
refer
to
this
Agreement
in
its
entiretyand
not
to
any
particular
provision
hereof,Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(d)
all
references
herein
to
Articles,
Sections,
Exhibits,
Schedules
and
Annexes
shall,
unless
otherwise
stated,
be
construed
to
refer
to
Articles
and
Sections
of,
andExhibits,
Schedules
and
Annexes
to,
this
Agreement
and
(e)
the
words
“asset”
and
“property”
shall
be
construed
to
have
the
same
meaning
and
effect
and
to
referto
any
and
all
tangible
and
intangible
assets
and
properties,
including
cash,
securities,
accounts
and
contract
rights.
Where
the
context
requires,
terms
relating
to
theCollateral
or
any
part
thereof,
when
used
in
relation
to
a
Grantor,
shall
refer
to
such
Grantor’s
Collateral
or
the
relevant
part
thereof.ARTICLE IIGUARANTEESection 2.1 




Guarantee .(a)




Each
Guarantor
unconditionally
guarantees,
jointly
with
the
other
Guarantors
and
severally,
as
a
primary
obligor
and
not
merely
as
asurety,
(i)
the
due
and
punctual
payment
of
all
Obligations
of
the
Borrower
and
the
other
Loan
Parties
including,
without
limitation,
(A)
the
principal
of
andpremium,
if
any,
and
interest
(including
interest
accruing
during
the
pendency
of
any
bankruptcy,
insolvency,
receivership
or
other
similar
proceeding,
regardlessof
whether
allowed
or
allowable
in
such
proceeding)
on
the
Loans,
when
and
as
due,
whether
at
maturity,
by
acceleration,
upon
one
or
more
dates
set
forprepayment
or
otherwise,
(B)
each
payment
required
to
be
made
by
the
Borrower
under
the
Credit
Agreement
in
respect
of
any
Letter
of
Credit,
when
and
as
due,including
payments
in
respect
of
reimbursement
or
disbursements,
interest
thereon
and
obligations
to
provide
cash
collateral,
and
(C)
all
other
monetaryobligations,
including
fees,
costs,
expenses
and
indemnities,
whether
primary,
secondary,
direct,
contingent,
fixed
or
otherwise
(including
monetary
obligationsincurred
during
the
pendency
of
any
bankruptcy,
insolvency,
receivership
or
other
similar
proceeding,
regardless
of
whether
allowed
or
allowable
in
suchproceeding),
of
the
Loan
Parties
to
the
Administrative
Agent,
the
Lenders
and
the
Issuing
Bank
under
the
Credit
Agreement
and
the
other
Loan
Documents;
(ii)
thedue
and
punctual
performance
of
all
covenants,
agreements,
obligations
and
liabilities
of
the
Loan
Parties
under
or
pursuant
to
the
Credit
Agreement
and
the
otherLoan
Documents;
(iii)
the
due
and
punctual
payment
of
all
Bank
Product
Obligations;
and
(iv)
the
due
and
punctual
payment
and
performance
of
all
HedgingObligations
that
constitute
Obligations
with
respect
to
such
Guarantor
(all
the
monetary
and
other
obligations
referred
to
in
the
preceding
clauses
(i)
through(iv)
being
collectively
called
the
“
Guaranteed
Obligations
”).
Each
Guarantor
further
agrees
that
the
Guaranteed
Obligations
may
be
extended
or
renewed,
inwhole
or
in
part,
without
notice
to
or
further
assent
from
such
Guarantor,
and
that
such
Guarantor
will
remain
bound
upon
its
guarantee
notwithstanding
anyextension
or
renewal
of
any
Guaranteed
Obligations.(b)




Each
Guarantor
further
agrees
that
its
guarantee
constitutes
a
guarantee
of
payment
when
due
and
not
of
collection,
and
waives
any
rightto
require
that
any
resort
be
had
by
the
Administrative
Agent
or
any
Secured
Party
to
any
of
the
security
held
for
payment
of
the
Guaranteed
Obligations
or
to
anybalance
of
any
deposit
account
or
credit
on
the
books
of
the
Administrative
Agent
or
any
Secured
Party
in
favor
of
the
Borrower
or
any
other
Guarantor.(c)




It
is
the
intent
of
each
Guarantor
and
the
Administrative
Agent
that
the
maximum
obligations
of
the
Guarantors
hereunder
shall
be,
but
notin
excess
of:(i)




in
a
case
or
proceeding
commenced
by
or
against
any
Guarantor
under
the
provisions
of
Title
11
of
the
United
States
Code,
11U.S.C.
§§101
et
seq
.,
as
amended
and
in
effect
from
time
to
time
(the
“
Bankruptcy
Code
”),
on
or
within
one
year
from
the
date
on
which
any
of
theGuaranteed
Obligations
are
incurred,
the
maximum
amount
which
would
not
otherwise
cause
the
Guaranteed
Obligations
(or
any
other
obligations
ofsuch
Guarantor
owed
to
the
Administrative
Agent
or
the
Secured
Parties)
to
be
avoidable
or
unenforceable
against
such
Guarantor
under
(i)
Section
548of
the
Bankruptcy
Code
or
(ii)
any
state
fraudulent
transfer
or
fraudulent
conveyance
act
or
statute
applied
in
any
such
case
or
proceeding
by
virtue
ofSection
544
of
the
Bankruptcy
Code;
or(ii)




in
a
case
or
proceeding
commenced
by
or
against
any
Guarantor
under
the
Bankruptcy
Code
subsequent
to
one
year
from
thedate
on
which
any
of
the
Guaranteed
Obligations
are
incurred,
the
maximum
amount
which
would
not
otherwise
cause
the
Guaranteed
Obligations
(orany
other
obligations
of
such
Guarantor
to
the
Administrative
Agent
or
the
Secured
Parties)
to
be
avoidable
or
unenforceable
against
such
Guarantorunder
any
state
fraudulent
transfer
or
fraudulent
conveyance
act
or
statute
applied
in
any
such
case
or
proceeding
by
virtue
of
Section
544
of
theBankruptcy
Code;
orConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(iii)




in
a
case
or
proceeding
commenced
by
or
against
any
Guarantor
under
any
law,
statute
or
regulation
other
than
the
BankruptcyCode
(including,
without
limitation,
any
other
bankruptcy,
reorganization,
arrangement,
moratorium,
readjustment
of
debt,
dissolution,
liquidation
orsimilar
debtor
relief
laws),
the
maximum
amount
which
would
not
otherwise
cause
the
Guaranteed
Obligations
(or
any
other
obligations
of
suchGuarantor
to
the
Administrative
Agent
or
the
Secured
Parties)
to
be
avoidable
or
unenforceable
against
such
Guarantor
under
such
law,
statute
orregulation,
including,
without
limitation,
any
state
fraudulent
transfer
or
fraudulent
conveyance
act
or
statute
applied
in
any
such
case
or
proceeding.(d)




The
substantive
laws
under
which
the
possible
avoidance
or
unenforceability
of
the
Guaranteed
Obligations
(or
any
other
obligations
ofsuch
Guarantor
to
the
Administrative
Agent
or
the
Secured
Parties)
as
may
be
determined
in
any
case
or
proceeding
shall
hereinafter
be
referred
to
as
the
“Avoidance
Provisions
”.
To
the
extent
set
forth
in
subsections
(c)(i),
(ii)
and
(iii)
of
this
Section,
but
only
to
the
extent
that
the
Guaranteed
Obligations
wouldotherwise
be
subject
to
avoidance
or
found
unenforceable
under
the
Avoidance
Provisions,
if
any
Guarantor
is
not
deemed
to
have
received
valuable
consideration,fair
value
or
reasonably
equivalent
value
for
the
Guaranteed
Obligations,
or
if
the
Guaranteed
Obligations
would
render
such
Guarantor
insolvent,
or
leave
suchGuarantor
with
an
unreasonably
small
capital
to
conduct
its
business,
or
cause
such
Guarantor
to
have
incurred
debts
(or
to
have
intended
to
have
incurred
debts)beyond
its
ability
to
pay
such
debts
as
they
mature,
in
each
case
as
of
the
time
any
of
the
Guaranteed
Obligations
are
deemed
to
have
been
incurred
under
theAvoidance
Provisions
and
after
giving
effect
to
the
contribution
by
such
Guarantor,
the
maximum
Guaranteed
Obligations
for
which
such
Guarantor
shall
be
liablehereunder
shall
be
reduced
to
that
amount
which,
after
giving
effect
thereto,
would
not
cause
the
Guaranteed
Obligations
(or
any
other
obligations
of
suchGuarantor
to
the
Administrative
Agent
or
the
Secured
Parties),
as
so
reduced,
to
be
subject
to
avoidance
or
unenforceability
under
the
Avoidance
Provisions.(e)




This
Section
is
intended
solely
to
preserve
the
rights
of
the
Administrative
Agent
and
the
Secured
Parties
hereunder
to
the
maximumextent
that
would
not
cause
the
Guaranteed
Obligations
of
such
Guarantor
to
be
subject
to
avoidance
or
unenforceability
under
the
Avoidance
Provisions,
andneither
the
Grantors
nor
any
other
Person
shall
have
any
right
or
claim
under
this
Section
as
against
the
Administrative
Agent
or
any
Secured
Party
that
would
nototherwise
be
available
to
such
Person
under
the
Avoidance
Provisions.(f)




Each
Guarantor
agrees
that
if
the
maturity
of
any
of
the
Guaranteed
Obligations
is
accelerated
by
bankruptcy
or
otherwise,
such
maturityshall
also
be
deemed
accelerated
for
the
purpose
of
this
guarantee
without
demand
or
notice
to
such
Guarantor.
The
guarantee
contained
in
this
Article
shall
remainin
full
force
and
effect
until
all
Guaranteed
Obligations
are
irrevocably
satisfied
in
full
and
all
Commitments
have
been
irrevocably
terminated,
notwithstandingthat,
from
time
to
time
during
the
term
of
the
Credit
Agreement,
no
Obligations
may
be
outstanding.Section 2.2 




Payments .
Each
Guarantor
hereby
agrees
and
guarantees
that
payments
hereunder
will
be
paid
to
the
Administrative
Agent
without
set-off
or
counterclaim
in
U.S.
dollars
at
the
office
of
the
Administrative
Agent
specified
pursuant
to
the
Credit
Agreement.ARTICLE IIIGRANT OF SECURITY INTERESTSection 3.1 




Grant of Security Interest .
Each
Grantor
hereby
pledges,
assigns
and
transfers
to
the
Administrative
Agent,
and
grants
to
theAdministrative
Agent,
for
the
ratable
benefit
of
the
Secured
Parties,
a
security
interest
in
all
of
the
following
property
now
owned
or
at
any
time
hereafter
acquiredby
such
Grantor
or
in
which
such
Grantor
now
has
or
at
any
time
in
the
future
may
acquire
any
right,
title
or
interest
and
whether
now
existing
or
hereafter
cominginto
existence
(collectively,
the
“
Collateral
”),
as
collateral
security
for
the
prompt
and
complete
payment
and
performance
when
due
(whether
at
the
statedmaturity,
by
acceleration
or
otherwise)
of
the
Obligations
and
the
Guaranteed
Obligations
(collectively,
the
“
Secured
Obligations
”):(a)




all
Accounts
and
Chattel
Paper;(b)




all
Copyrights
and
Copyright
Licenses;Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(c)




all
Commercial
Tort
Claims
(including,
without
limitation,
the
Commercial
Tort
Claims
set
forth
on
Schedule
9
attached
hereto);(d)




all
contracts;(e)




all
Deposit
Accounts;(f)




all
Documents;(g)




all
General
Intangibles;(h)




all
Goods
(including,
without
limitation,
all
Inventory,
all
Equipment
and
all
Fixtures);(i)




all
Instruments;(j)




all
Investment
Property;(k)




all
Letter-of-Credit
Rights;(l)




all
Notes
and
all
intercompany
obligations
between
the
Loan
Parties;(m)




all
Patents
and
Patent
Licenses;(n)




all
Pledged
Securities;(o)




all
Trademarks
and
Trademark
Licenses;(p)




all
vehicles;(q)




all
books
and
records,
Supporting
Obligations
and
related
letters
of
credit
or
other
claims
and
causes
of
action,
in
each
case
to
the
extentpertaining
to
the
Collateral;
and(r)




to
the
extent
not
otherwise
included,
substitutions,
replacements,
accessions,
products
and
other
Proceeds
(including,
without
limitation,insurance
proceeds,
licenses,
royalties,
income,
payments,
claims,
damages
and
proceeds
of
suit)
of
any
or
all
of
the
foregoing
and
all
collateral
security,guarantees
and
other
Supporting
Obligations
given
with
respect
to
any
of
the
foregoing;provided
that,
notwithstanding
the
foregoing,
no
Lien
or
security
interest
is
hereby
granted
on
any
Excluded
Property,
and,
to
the
extent
that
any
Collateral
laterbecomes
Excluded
Property,
the
Lien
granted
hereunder
will
automatically
be
deemed
to
have
been
released;
provided
,
further
,
that
if
and
when
any
propertyshall
cease
to
be
Excluded
Property,
a
Lien
on
and
security
interest
in
such
property
shall
automatically
be
deemed
granted
therein.Section 3.2 




Transfer of Pledged Securities .
Subject
to
Section
5.16
of
the
Credit
Agreement,
all
certificates
and
instruments
representing
orevidencing
the
Pledged
Certificated
Stock
shall
be
delivered
to
and
held
pursuant
hereto
by
the
Administrative
Agent
or
a
Person
designated
by
the
AdministrativeAgent
and,
in
the
case
of
an
instrument
or
certificate
in
registered
form,
shall
be
duly
indorsed
to
the
Administrative
Agent
or
in
blank
by
an
effective
endorsement(whether
on
the
certificate
or
instrument
or
on
a
separate
writing),
and
accompanied
by
any
required
transfer
tax
stamps
to
effect
the
pledge
of
the
PledgedSecurities
to
the
Administrative
Agent.
Notwithstanding
the
preceding
sentence,
all
Pledged
Certificated
Stock
must
be
delivered
or
transferred
in
such
manner,and
each
Grantor
shall
take
all
such
further
action
as
may
be
reasonably
requested
by
the
Administrative
Agent,
as
to
permit
the
Administrative
Agent
to
be
a“protected
purchaser”
to
the
extent
of
its
security
interest
as
provided
in
Section
8-303
of
the
UCC.Section 3.3 




Grantors Remain Liable under Accounts, Chattel Paper and Payment Intangibles .
Anything
herein
to
the
contrarynotwithstanding,
each
Grantor
shall
remain
liable
under
each
of
the
Accounts,
Chattel
Paper
and
PaymentConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Intangibles
to
observe
and
perform
all
of
the
conditions
and
obligations
to
be
observed
and
performed
by
it
thereunder,
all
in
accordance
with
the
terms
of
anyagreement
giving
rise
to
each
such
Account,
Chattel
Paper
or
Payment
Intangible.
Neither
the
Administrative
Agent
nor
any
other
Secured
Party
shall
have
anyobligation
or
liability
under
any
Account,
Chattel
Paper
or
Payment
Intangible
(or
any
agreement
giving
rise
thereto)
by
reason
of
or
arising
out
of
this
Agreementor
the
receipt
by
the
Administrative
Agent
or
any
such
other
Secured
Party
of
any
payment
relating
to
such
Account,
Chattel
Paper
or
Payment
Intangible
pursuanthereto,
nor
shall
the
Administrative
Agent
or
any
other
Secured
Party
be
obligated
in
any
manner
to
perform
any
of
the
obligations
of
any
Grantor
under
orpursuant
to
any
Account,
Chattel
Paper
or
Payment
Intangible
(or
any
agreement
giving
rise
thereto)
to
make
any
payment,
to
make
any
inquiry
as
to
the
nature
orthe
sufficiency
of
any
payment
received
by
it
or
as
to
the
sufficiency
of
any
performance
by
any
party
under
any
Account,
Chattel
Paper
or
Payment
Intangible
(orany
agreement
giving
rise
thereto),
to
present
or
file
any
claim,
to
take
any
action
to
enforce
any
performance
or
to
collect
the
payment
of
any
amounts
which
mayhave
been
assigned
to
it
or
to
which
it
may
be
entitled
at
any
time
or
times.ARTICLE IVACKNOWLEDGMENTS, WAIVERS AND CONSENTSSection 4.1 




Acknowledgments, Waivers and Consents .(a)




Each
Guarantor
acknowledges
and
agrees
that
the
obligations
undertaken
by
it
under
this
Agreement
involve
the
guarantee
of,
and
eachGrantor
acknowledges
and
agrees
that
the
obligations
undertaken
by
it
under
this
Agreement
involve
the
provision
of
collateral
security
for,
Obligations
of
Personsother
than
such
Grantor
and
that
such
Grantor’s
guarantee
and
provision
of
collateral
security
for
the
Secured
Obligations
are
absolute,
irrevocable
andunconditional
under
any
and
all
circumstances.
In
full
recognition
and
furtherance
of
the
foregoing,
each
Grantor
understands
and
agrees,
to
the
fullest
extentpermitted
under
applicable
law
and
except
as
may
otherwise
be
expressly
and
specifically
provided
in
the
Loan
Documents,
that
each
Grantor
shall
remainobligated
hereunder
(including,
without
limitation,
with
respect
to
each
Guarantor
the
guarantee
made
by
it
herein
and,
with
respect
to
each
Grantor,
the
collateralsecurity
provided
by
such
Grantor
herein),
and
the
enforceability
and
effectiveness
of
this
Agreement
and
the
liability
of
such
Grantor,
and
the
rights,
remedies,powers
and
privileges
of
the
Administrative
Agent
and
the
other
Secured
Parties
under
this
Agreement
and
the
other
Loan
Documents,
shall
not
be
affected,limited,
reduced,
discharged
or
terminated
in
any
way:(i)




notwithstanding
that,
without
any
reservation
of
rights
against
any
Grantor
and
without
notice
to
or
further
assent
by
any
Grantor,in
each
case,
subject
to
and
in
accordance
with
the
terms
of
the
Loan
Documents,
(A)
any
demand
for
payment
of
any
of
the
Secured
Obligations
made
bythe
Administrative
Agent
or
any
other
Secured
Party
may
be
rescinded
by
the
Administrative
Agent
or
such
other
Secured
Party
and
any
of
the
SecuredObligations
continued;
(B)
the
Secured
Obligations,
the
liability
of
any
other
Person
upon
or
for
any
part
thereof
or
any
collateral
security
or
guaranteetherefor
or
right
of
offset
with
respect
thereto
may,
from
time
to
time,
in
whole
or
in
part,
be
renewed,
extended,
amended,
modified,
accelerated,compromised,
waived,
surrendered
or
released
by,
or
any
indulgence
or
forbearance
in
respect
thereof
granted
by,
the
Administrative
Agent
or
any
otherSecured
Party;
(C)
the
Credit
Agreement,
the
other
Loan
Documents
and
all
other
documents
executed
and
delivered
in
connection
therewith
or
inconnection
with
Hedging
Obligations
and
Bank
Product
Obligations
included
as
Obligations
may
be
amended,
modified,
supplemented
or
terminated,
inwhole
or
in
part,
as
the
Administrative
Agent
(or
the
Required
Lenders,
all
Lenders,
or
the
other
parties
thereto,
as
the
case
may
be)
may
deem
advisablefrom
time
to
time;
(D)
the
Borrower,
any
Guarantor
or
any
other
Person
may
from
time
to
time
accept
or
enter
into
new
or
additional
agreements,
securitydocuments,
guarantees
or
other
instruments
in
addition
to,
in
exchange
for
or
relative
to
any
Loan
Document,
all
or
any
part
of
the
Secured
Obligations
orany
Collateral
now
or
in
the
future
serving
as
security
for
the
Secured
Obligations;
(E)
any
collateral
security,
guarantee
or
right
of
offset
at
any
time
heldby
the
Administrative
Agent
or
any
other
Secured
Party
for
the
payment
of
the
Secured
Obligations
may
be
sold,
exchanged,
waived,
surrendered
orreleased;
and
(F)
any
other
event
shall
occur
which
constitutes
a
defense
or
release
of
sureties
generally;
and(ii)




regardless
of,
and
each
Grantor
hereby
expressly
waives
to
the
fullest
extent
permitted
by
law
any
defense
now
or
in
the
futurearising
by
reason
of,
(A)
the
illegality,
invalidity
or
unenforceability
of
the
Credit
Agreement,
any
other
Loan
Document,
any
of
the
Secured
Obligationsor
any
other
collateral
security
therefor
or
guarantee
or
right
of
offset
with
respect
thereto
at
any
time
or
from
time
to
time
held
by
the
AdministrativeAgent
or
any
other
Secured
Party;
(B)
any
defense,
set-off
or
counterclaim
(other
than
a
defense
of
payment
or
performance)
which
may
atConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.any
time
be
available
to
or
be
asserted
by
any
Grantor
or
any
other
Person
against
the
Administrative
Agent
or
any
other
Secured
Party;
(C)
theinsolvency,
bankruptcy
arrangement,
reorganization,
adjustment,
composition,
liquidation,
disability,
dissolution
or
lack
of
power
of
any
Grantor
or
anyother
Person
at
any
time
liable
for
the
payment
of
all
or
part
of
the
Secured
Obligations
or
the
failure
of
the
Administrative
Agent
or
any
other
SecuredParty
to
file
or
enforce
a
claim
in
bankruptcy
or
other
proceeding
with
respect
to
any
Person,
or
any
sale,
lease
or
transfer
of
any
or
all
of
the
assets
of
anyGrantor,
or
any
changes
in
the
shareholders
of
any
Grantor;
(D)
the
fact
that
any
Collateral
or
Lien
contemplated
or
intended
to
be
given,
created
orgranted
as
security
for
the
repayment
of
the
Secured
Obligations
shall
not
be
properly
perfected
or
created,
or
shall
prove
to
be
unenforceable
orsubordinate
to
any
other
Lien,
it
being
recognized
and
agreed
by
each
of
the
Grantors
that
it
is
not
entering
into
this
Agreement
in
reliance
on,
or
incontemplation
of
the
benefits
of,
the
validity,
enforceability,
collectability
or
value
of
any
of
the
Collateral
for
the
Secured
Obligations;
(E)
any
failure
ofthe
Administrative
Agent
or
any
other
Secured
Party
to
marshal
assets
in
favor
of
any
Grantor
or
any
other
Person,
to
exhaust
any
collateral
for
all
or
anypart
of
the
Secured
Obligations,
to
pursue
or
exhaust
any
right,
remedy,
power
or
privilege
it
may
have
against
any
Grantor
or
any
other
Person
or
to
takeany
action
whatsoever
to
mitigate
or
reduce
any
Grantor’s
liability
under
this
Agreement
or
any
other
Loan
Document;
(F)
any
law
which
provides
thatthe
obligation
of
a
surety
or
guarantor
must
neither
be
larger
in
amount
nor
in
other
respects
more
burdensome
than
that
of
the
principal
or
which
reducesa
surety’s
or
guarantor’s
obligation
in
proportion
to
the
principal
obligation;
(G)
the
possibility
that
the
Secured
Obligations
may
at
any
time
and
fromtime
to
time
exceed
the
aggregate
liability
of
such
Grantor
under
this
Agreement;
or
(H)
any
other
circumstance
or
act
whatsoever,
including
any
action
oromission
of
the
type
described
in
subsection
(a)(i)
of
this
Section
(with
or
without
notice
to
or
knowledge
of
any
Grantor),
which
constitutes,
or
might
beconstrued
to
constitute,
an
equitable
or
legal
discharge
or
defense
of
the
Borrower
for
the
Obligations,
or
of
such
Guarantor
under
the
guarantee
containedin
Article
II
,
or
with
respect
to
the
collateral
security
provided
by
such
Grantor
herein,
or
which
might
be
available
to
a
surety
or
guarantor,
in
bankruptcyor
in
any
other
instance.(b)




Each
Grantor
hereby
waives
to
the
extent
permitted
by
law
(i)
except
as
expressly
provided
otherwise
in
any
Loan
Document,
all
noticesto
such
Grantor,
or
to
any
other
Person,
including,
but
not
limited
to,
notices
of
the
acceptance
of
this
Agreement,
the
guarantee
contained
in
Article
II
or
theprovision
of
collateral
security
provided
herein,
or
the
creation,
renewal,
extension,
modification
or
accrual
of
any
Secured
Obligations,
or
notice
of
or
proof
ofreliance
by
the
Administrative
Agent
or
any
other
Secured
Party
upon
the
guarantee
contained
in
Article
II
or
upon
the
collateral
security
provided
herein,
or
ofdefault
in
the
payment
or
performance
of
any
of
the
Secured
Obligations
owed
to
the
Administrative
Agent
or
any
other
Secured
Party
and
enforcement
of
anyright
or
remedy
with
respect
thereto,
or
notice
of
any
other
matters
relating
thereto;
the
Secured
Obligations,
and
any
of
them,
shall
conclusively
be
deemed
to
havebeen
created,
contracted
or
incurred,
or
renewed,
extended,
amended
or
waived,
in
reliance
upon
the
guarantee
contained
in
Article
II
and
the
collateral
securityprovided
herein
and
no
notice
of
creation
of
the
Secured
Obligations
or
any
extension
of
credit
already
or
hereafter
contracted
by
or
extended
to
the
Borrower
needbe
given
to
any
Grantor,
and
all
dealings
between
the
Borrower
and
any
of
the
other
Grantors,
on
the
one
hand,
and
the
Administrative
Agent
and
the
otherSecured
Parties,
on
the
other
hand,
likewise
shall
be
conclusively
presumed
to
have
been
had
or
consummated
in
reliance
upon
the
guarantee
contained
in
ArticleII
and
on
the
collateral
security
provided
herein;
(ii)
diligence
and
demand
of
payment,
presentment,
protest,
dishonor
and
notice
of
dishonor;
(iii)
any
statute
oflimitations
affecting
any
Grantor’s
liability
hereunder
or
the
enforcement
thereof;
(iv)
all
rights
of
revocation
with
respect
to
the
Secured
Obligations,
the
guaranteecontained
in
Article
II
and
the
provision
of
collateral
security
herein;
and
(v)
all
principles
or
provisions
of
law
which
conflict
with
the
terms
of
this
Agreement
andwhich
can,
as
a
matter
of
law,
be
waived.(c)




When
making
any
demand
hereunder
or
otherwise
pursuing
its
rights
and
remedies
hereunder
against
any
Grantor,
the
AdministrativeAgent
or
any
other
Secured
Party
may,
but
shall
be
under
no
obligation
to,
join
or
make
a
similar
demand
on
or
otherwise
pursue
or
exhaust
such
rights
andremedies
as
it
may
have
against
the
Borrower,
any
other
Grantor
or
any
other
Person
or
against
any
collateral
security
or
guarantee
for
the
Secured
Obligations
orany
right
of
offset
with
respect
thereto,
and
any
failure
by
the
Administrative
Agent
or
any
other
Secured
Party
to
make
any
such
demand,
to
pursue
such
otherrights
or
remedies
or
to
collect
any
payments
from
the
Borrower,
any
other
Grantor
or
any
other
Person
or
to
realize
upon
any
such
collateral
security
or
guaranteeor
to
exercise
any
such
right
of
offset,
or
any
release
of
the
Borrower,
any
other
Grantor
or
any
other
Person
or
any
such
collateral
security,
guarantee
or
right
ofoffset,
shall
not
relieve
any
Grantor
of
any
obligation
or
liability
hereunder,
and
shall
not
impair
or
affect
the
rights
and
remedies,
whether
express,
implied
oravailable
as
a
matter
of
law,
of
the
Administrative
Agent
or
any
other
Secured
Party
against
any
Grantor.
For
the
purposes
hereof,
“demand”
shall
include
thecommencement
and
continuance
of
any
legal
proceedings.
Neither
the
Administrative
Agent
nor
any
other
Secured
Party
shall
have
any
obligation
to
protect,secure,
perfect
or
insure
any
Lien
at
any
time
held
by
it
as
security
for
the
Secured
Obligations
or
for
the
guarantee
contained
in
Article
II
or
any
property
subjectthereto.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Section 4.2 




No Subrogation, Contribution or Reimbursement .
Until
all
Secured
Obligations
are
irrevocably
satisfied
in
full
and
all
commitmentsof
each
Secured
Party
under
the
Credit
Agreement
or
any
other
Loan
Document
have
been
irrevocably
terminated,
notwithstanding
any
payment
made
by
anyGrantor
hereunder
or
any
set-off
or
application
of
funds
of
any
Grantor
by
the
Administrative
Agent
or
any
other
Secured
Party,
no
Grantor
shall
be
entitled
to
besubrogated
to
any
of
the
rights
of
the
Administrative
Agent
or
any
other
Secured
Party
against
the
Borrower
or
any
other
Grantor
or
any
collateral
security
orguarantee
or
right
of
offset
held
by
the
Administrative
Agent
or
any
other
Secured
Party
for
the
payment
of
the
Secured
Obligations,
nor
shall
any
Grantor
seek
orbe
entitled
to
seek
any
indemnity,
exoneration,
participation,
contribution
or
reimbursement
from
the
Borrower
or
any
other
Grantor
in
respect
of
payments
madeby
such
Grantor
hereunder,
and
each
Grantor
hereby
expressly
waives,
releases
and
agrees
not
to
exercise
any
or
all
such
rights
of
subrogation,
reimbursement,indemnity
and
contribution.
Each
Grantor
further
agrees
that
to
the
extent
that
such
waiver
and
release
set
forth
herein
is
found
by
a
court
of
competent
jurisdictionto
be
void
or
voidable
for
any
reason,
any
rights
of
subrogation,
reimbursement,
indemnity
and
contribution
such
Grantor
may
have
against
the
Borrower
or
anyother
Grantor
or
against
any
collateral
or
security
or
guarantee
or
right
of
offset
held
by
the
Administrative
Agent
or
any
other
Secured
Party
shall
be
junior
andsubordinate
to
any
rights
the
Administrative
Agent
and
the
other
Secured
Parties
may
have
against
the
Borrower
and
such
Grantor
and
to
all
right,
title
and
interestthe
Administrative
Agent
and
the
other
Secured
Parties
may
have
in
such
collateral
or
security
or
guarantee
or
right
of
offset.
To
the
extent
permitted
by
the
LoanDocuments,
the
Administrative
Agent,
for
the
benefit
of
the
Secured
Parties,
may
use,
sell
or
dispose
of
any
item
of
Collateral
or
security
as
it
sees
fit
withoutregard
to
any
subrogation
rights
any
Grantor
may
have,
and
upon
any
disposition
or
sale,
any
rights
of
subrogation
any
Grantor
may
have
shall
terminate.ARTICLE VREPRESENTATIONS AND WARRANTIESTo
induce
the
Administrative
Agent
and
the
other
Secured
Parties
to
enter
into
the
Credit
Agreement
and
the
other
Loan
Documents,
to
induce
the
Lendersand
the
Issuing
Bank
to
make
their
respective
extensions
of
credit
to
the
Borrower
thereunder
and
to
induce
the
Lender-Related
Hedge
Providers
and
the
BankProduct
Providers
to
enter
into
Hedging
Obligations
and
Bank
Product
Obligations
with
the
Grantors,
each
Grantor
represents
and
warrants
to
the
AdministrativeAgent
and
each
other
Secured
Party
as
follows:Section 5.1 




Confirmation of Representations in Credit Agreement .
Each
Grantor
represents
and
warrants
to
the
Secured
Parties
that
therepresentations
and
warranties
set
forth
in
Article
IV
of
the
Credit
Agreement
as
they
relate
to
such
Grantor
(in
its
capacity
as
a
Loan
Party
or
a
Subsidiary
of
theBorrower,
as
the
case
may
be)
or
to
the
Loan
Documents
to
which
such
Grantor
is
a
party
are
true
and
correct
in
all
material
respects;
provided
that
each
referencein
each
such
representation
and
warranty
to
Parent’s
or
the
Borrower’s
knowledge,
as
applicable,
shall,
for
the
purposes
of
this
Section,
be
deemed
to
be
areference
to
such
Grantor’s
knowledge.Section 5.2 




Benefit to the Guarantors .
As
of
the
Restatement
Date,
Parent
and
the
Borrower
are
members
of
an
affiliated
group
of
companies
thatincludes
each
Guarantor,
and
Parent,
the
Borrower
and
the
other
Guarantors
are
engaged
in
related
businesses
permitted
pursuant
to
Section
5.3
of
the
CreditAgreement.
Each
Guarantor
(other
than
Parent)
is
a
Subsidiary
of
the
Borrower,
and
the
guaranty
and
surety
obligations
of
each
Guarantor
pursuant
to
thisAgreement
reasonably
may
be
expected
to
benefit,
directly
or
indirectly,
such
Guarantor;
and
each
Guarantor
has
determined
that
this
Agreement
is
necessary
andconvenient
to
the
conduct,
promotion
and
attainment
of
the
business
of
such
Guarantor,
Parent,
and
the
Borrower.Section 5.3 




First Priority Liens .
The
security
interests
granted
pursuant
to
this
Agreement
(a)
upon
completion
of
the
filings
and
other
actionsspecified
on
Schedule
3
(which,
in
the
case
of
all
filings
and
other
documents
referred
to
on
said
Schedule
have
been
delivered
to
the
Administrative
Agent
incompleted
and
duly
executed
form)
will
constitute
valid
perfected
security
interests
in
all
of
the
Collateral
in
favor
of
the
Administrative
Agent,
for
the
ratablebenefit
of
the
Secured
Parties,
as
collateral
security
for
such
Grantor’s
obligations,
enforceable
in
accordance
with
the
terms
hereof
against
all
creditors
of
suchGrantor
and
any
Persons
purporting
to
purchase
any
Collateral
from
such
Grantor
and
(b)
are
prior
to
all
other
Liens
on
the
Collateral
in
existence
on
theRestatement
Date,
except
for
Permitted
Encumbrances
and
other
nonconsensual
Liens
of
the
type
described
in
Section
7.2
of
the
Credit
Agreement,
in
each
case,which
may
have
priority
over
the
Liens
on
the
Collateral
by
operation
of
law.Section 5.4 




Legal Name, Organizational Status, Chief Executive Office .
On
the
Closing
Date,
the
correct
legal
name
of
such
Grantor,
suchGrantor’s
jurisdiction
of
organization,
organizational
identification
number,
federal
(and,
if
applicable,Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.state)
taxpayer
identification
number
and
the
location
of
such
Grantor’s
chief
executive
office
or
sole
place
of
business
are
specified
on
Schedule
4
.Section 5.5 




Prior Names, Prior Chief Executive Offices .
On
the
Restatement
Date,
Schedule
5
correctly
sets
forth
(a)
all
names
and
trade
namesthat
such
Grantor
has
used
in
the
last
five
years
and
(b)
the
chief
executive
office
of
such
Grantor
over
the
last
five
years
(if
different
from
that
which
is
set
forth
inSection
5
).Section 5.6 




Goods .
No
portion
of
the
Collateral
constituting
Goods
with
an
aggregate
value
of
$500,000
or
more
is
at
any
time
in
the
possession
ofa
bailee
that
has
issued
a
negotiable
or
non-negotiable
document
covering
such
Collateral.Section 5.7 




Chattel Paper .
No
Collateral
constituting
Chattel
Paper
or
Instruments
contains
any
statement
therein
to
the
effect
that
such
Collateralhas
been
assigned
to
an
identified
party
other
than
the
Administrative
Agent,
and
the
grant
of
a
security
interest
in
such
Collateral
in
favor
of
the
AdministrativeAgent
hereunder
does
not
violate
the
rights
of
any
other
Person
as
a
secured
party.Section 5.8 




Truth of Information; Accounts .
All
information
with
respect
to
the
Collateral
set
forth
in
any
schedule,
certificate
or
other
writing
atany
time
heretofore
or
hereafter
furnished
by
such
Grantor
to
the
Administrative
Agent
or
any
other
Secured
Party,
and
all
other
written
information
heretofore
orhereafter
furnished
by
such
Grantor
to
the
Administrative
Agent
or
any
other
Secured
Party,
is
and
will
be
true
and
correct
in
all
material
respects
as
of
the
datefurnished.
The
amount
represented
by
such
Grantor
to
the
Administrative
Agent
and
the
other
Secured
Parties
from
time
to
time
as
owing
by
each
Account
Debtoror
by
all
Account
Debtors
in
respect
of
the
Accounts,
Chattel
Paper
and
Payment
Intangibles
will
at
such
time
be
the
correct
amount
actually
owing
by
suchAccount
Debtor
or
Account
Debtors
thereunder.
The
place
where
each
Grantor
keeps
its
records
concerning
the
Accounts,
Chattel
Paper
and
Payment
Intangiblescomprising
a
portion
of
the
Collateral
is
11115
Rushmore
Drive,
Charlotte,
North
Carolina
28277.Section 5.9 




Reserved .Section 5.10 




Copyrights, Patents and Trademarks .
Schedule
6
includes
all
Patents
and
Patent
Licenses
owned
by
such
Grantor
in
its
own
nameas
of
the
Restatement
Date.
Schedule
7
includes
all
Trademarks
and
Trademark
Licenses
owned
by
such
Grantor
in
its
own
name
as
of
the
Restatement
Date.Schedule
8
includes
all
Copyrights
and
Copyright
Licenses
owned
by
such
Grantor
in
its
own
name
as
of
the
Restatement
Date.
To
each
such
Grantor’sknowledge,
each
Patent
and
Trademark
material
to
such
Grantor’s
business
is
valid,
subsisting,
unexpired
and
enforceable
and
has
not
been
abandoned.
Except
asset
forth
in
either
such
Schedule,
none
of
such
Patents,
Trademarks
and
Copyrights
is
the
subject
of
any
licensing
or
franchise
agreement.
No
holding,
decision
orjudgment
has
been
rendered
by
any
Governmental
Authority
which
would
limit,
cancel
or
question
the
validity
of
any
Patent,
Trademark
or
Copyright
material
tosuch
Grantor’s
business.
No
action
or
proceeding
is
pending
(i)
seeking
to
limit,
cancel
or
question
the
validity
of
any
Patent,
Trademark
or
Copyright
material
tosuch
Grantor’s
business,
or
(ii)
which,
if
adversely
determined,
would
have
a
material
adverse
effect
on
the
value
of
any
Patent,
Trademark
or
Copyright
materialto
such
Grantor’s
business.ARTICLE VICOVENANTSEach
Grantor
covenants
and
agrees
with
the
Administrative
Agent
and
the
other
Secured
Parties
that,
from
and
after
the
date
of
this
Agreement
until
theSecured
Obligations
shall
have
been
paid
in
full,
no
Letter
of
Credit
shall
be
outstanding
(or
has
been
Cash
Collateralized
in
accordance
with
the
terms
of
theCredit
Agreement)
and
all
Commitments
shall
have
been
terminated:Section 6.1 




Covenants in Credit Agreement .
In
the
case
of
each
Guarantor,
such
Guarantor
shall
take,
or
shall
refrain
from
taking,
as
the
case
maybe,
each
action
that
is
necessary
to
be
taken
or
not
taken
by
such
Guarantor,
as
the
case
may
be,
so
that
no
Default
or
Event
of
Default
is
caused
by
the
failure
totake
such
action
or
to
refrain
from
taking
such
action
by
such
Guarantor
or
any
of
its
Subsidiaries.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Section 6.2 




Maintenance of Perfected Security Interest; Further Documentation .(a)




Such
Grantor
shall
maintain
the
security
interest
created
by
this
Agreement
as
a
perfected
security
interest
having
at
least
the
prioritydescribed
in
Section
5.3
and
shall
defend
such
security
interest
against
the
claims
and
demands
of
all
Persons
whomsoever,
except
for
Liens
expressly
permittedunder
Section
7.2
of
the
Credit
Agreement.(b)




At
any
time
and
from
time
to
time,
upon
the
reasonable
request
of
the
Administrative
Agent,
and
at
the
sole
expense
of
such
Grantor,
suchGrantor
will
promptly
and
duly
give,
execute,
deliver,
indorse,
file
or
record
any
and
all
financing
statements,
continuation
statements,
amendments,
notices(including,
without
limitation,
notifications
to
financial
institutions
and
any
other
Person),
contracts,
agreements,
assignments,
certificates,
stock
powers
or
otherinstruments,
obtain
any
and
all
governmental
approvals
and
consents
and
take
or
cause
to
be
taken
any
and
all
steps
or
acts
that
may
be
reasonably
necessary
or
asthe
Administrative
Agent
may
reasonably
request
to
create,
perfect,
establish
the
priority
of,
or
to
preserve
the
validity,
perfection
or
priority
of,
the
Liens
grantedby
this
Agreement
or
to
enable
the
Administrative
Agent
to
enforce
its
rights,
remedies,
powers
and
privileges
under
this
Agreement
with
respect
to
such
Liens
orto
otherwise
obtain
or
preserve
the
full
benefits
of
this
Agreement
and
the
rights,
powers
and
privileges
herein
granted.(c)




Without
limiting
the
obligations
of
the
Grantors
under
subsection
(b)
of
this
Section,
(i)
upon
the
reasonable
request
of
the
AdministrativeAgent,
such
Grantor
shall
take
or
cause
to
be
taken
all
actions
(other
than
any
actions
required
to
be
taken
by
the
Administrative
Agent)
reasonably
requested
bythe
Administrative
Agent
to
cause
the
Administrative
Agent
to
(A)
have
“control”
(within
the
meaning
of
Sections
9-104,
9-105,
9-106,
and
9-107
of
the
UCC)over
any
Collateral
constituting
Deposit
Accounts,
Electronic
Chattel
Paper,
Investment
Property
(including
the
Pledged
Securities),
or
Letter-of-Credit
Rights,including,
without
limitation,
executing
and
delivering
any
agreements,
in
form
and
substance
reasonably
satisfactory
to
the
Administrative
Agent,
with
securitiesintermediaries,
issuers
or
other
Persons
in
order
to
establish
“control”,
and
each
Grantor
shall
promptly
notify
the
Administrative
Agent
and
the
other
SecuredParties
of
such
Grantor’s
acquisition
of
any
such
Collateral,
and
(B)
be
a
“protected
purchaser”
(as
defined
in
Section
8-303
of
the
UCC);
(ii)
with
respect
toCollateral
other
than
certificated
securities
and
Goods
covered
by
a
document
in
the
possession
of
a
Person
other
than
such
Grantor
or
the
Administrative
Agent,such
Grantor
shall
obtain
written
acknowledgment
that
such
Person
holds
possession
for
the
Administrative
Agent’s
benefit;
and
(iii)
with
respect
to
any
Collateralconstituting
Goods
that
are
in
the
possession
of
a
bailee,
such
Grantor
shall
provide
prompt
notice
to
the
Administrative
Agent
and
the
other
Secured
Parties
of
anysuch
Collateral
then
in
the
possession
of
such
bailee,
and
such
Grantor
shall
take
or
cause
to
be
taken
all
actions
(other
than
any
actions
required
to
be
taken
by
theAdministrative
Agent
or
any
other
Secured
Party)
reasonably
necessary
by
the
Administrative
Agent
to
cause
the
Administrative
Agent
to
have
a
perfected
securityinterest
in
such
Collateral
under
applicable
law.(d)




This
Section
and
the
obligations
imposed
on
each
Grantor
by
this
Section
shall
be
interpreted
as
broadly
as
possible
in
favor
of
theAdministrative
Agent
and
the
other
Secured
Parties
in
order
to
effectuate
the
purpose
and
intent
of
this
Agreement.Section 6.3 




Maintenance of Records .
Such
Grantor
will
keep
and
maintain
at
its
own
cost
and
expense
satisfactory
and
complete
records
of
theCollateral
consistent
with
such
Grantor’s
historic
business
practices,
including,
without
limitation,
a
record
of
all
payments
received
and
all
credits
granted
withrespect
to
the
Accounts
comprising
any
part
of
the
Collateral.
For
the
Administrative
Agent’s
and
the
other
Secured
Parties’
further
security,
the
AdministrativeAgent,
for
the
ratable
benefit
of
the
Secured
Parties,
shall
have
a
security
interest
in
all
of
such
Grantor’s
books
and
records
pertaining
to
the
Collateral.Section 6.4 




Right of Inspection .
Each
Grantor
will,
and
will
cause
each
of
its
respective
Subsidiaries
to,
permit
any
representative
of
theAdministrative
Agent
or
any
Lender
to
visit
and
inspect
its
properties,
to
examine
the
Collateral,
including
its
books
and
records,
and
to
make
copies
and
takeextracts
from
such
books
and
records,
and
to
discuss
its
affairs,
finances
and
accounts
with
any
of
its
officers
and
with
its
independent
certified
public
accountants,all
at
such
reasonable
times
and
as
often
as
the
Administrative
Agent
or
any
Lender
may
reasonably
request
after
reasonable
prior
notice
to
Parent
and
theBorrower;
provided
that
(a)
if
an
Event
of
Default
has
occurred
and
is
continuing,
no
prior
notice
shall
be
required
(b)
if
no
Event
of
Default
has
occurred
and
iscontinuing,
the
Grantors
shall
only
reimburse
the
Administrative
Agent
and
the
Lenders
for
one
such
visit
per
Fiscal
YearSection 6.5 




Further Identification of Collateral .
Upon
request,
such
Grantor
will
furnish
to
the
Administrative
Agent
and
the
other
SecuredParties
from
time
to
time,
at
such
Grantor’s
sole
cost
and
expense,
statements
and
schedules
furtherConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.identifying
and
describing
the
Collateral
and
such
other
reports
in
connection
with
the
Collateral
as
the
Administrative
Agent
may
reasonably
request,
all
inreasonable
detail.Section 6.6 




Changes in Names, Locations .
Such
Grantor
recognizes
that
financing
statements
pertaining
to
the
Collateral
have
been
or
may
befiled
where
such
Grantor
is
organized.
Without
limitation
of
any
other
covenant
herein,
such
Grantor
will
not
cause
or
permit
(i)
any
change
to
be
made
in
its
legalname,
identity
or
corporate,
limited
liability
company,
or
limited
partnership
structure
or
(ii)
any
change
to
such
Grantor’s
jurisdiction
of
organization,
unless
suchGrantor
shall
have
first
(1)
notified
the
Administrative
Agent
of
such
change
at
least
30
days
(or
such
shorter
period
of
time
as
the
Administrative
Agent
may
agreein
writing
in
its
sole
discretion)
prior
to
the
date
of
such
change,
and
(2)
taken
all
action
reasonably
requested
by
the
Administrative
Agent
for
the
purpose
ofmaintaining
the
perfection
and
priority
of
the
Administrative
Agent’s
security
interests
under
this
Agreement,
and
unless
such
Grantor
shall
otherwise
be
incompliance
with
Section
7.3
of
the
Credit
Agreement.
In
any
notice
furnished
pursuant
to
this
Section,
such
Grantor
will
expressly
state
in
a
conspicuous
mannerthat
the
notice
is
required
by
this
Agreement
and
contains
facts
that
may
require
additional
filings
of
financing
statements
or
other
notices
for
the
purposes
ofcontinuing
perfection
of
the
Administrative
Agent’s
security
interest
in
the
Collateral.Section 6.7 




Compliance with Contractual Obligations .
Such
Grantor
will
perform
and
comply
in
all
material
respects
with
all
of
its
contractualobligations
relating
to
the
Collateral
(other
than
with
respect
to
any
such
contractual
obligations
being
disputed
by
such
Grantor
in
good
faith
and
by
appropriatemeasures).Section 6.8 




Limitations on Dispositions of Collateral .
The
Administrative
Agent
and
the
other
Secured
Parties
do
not
authorize
the
Grantors
to,and
such
Grantor
agrees
not
to,
sell,
transfer,
lease
or
otherwise
dispose
of
any
of
the
Collateral,
or
attempt,
offer
or
contract
to
do
so,
except
to
the
extent
expresslypermitted
by
the
Credit
Agreement.Section 6.9 




Pledged Securities .(a)




If
such
Grantor
shall
become
entitled
to
receive
or
shall
receive
any
stock
certificate
or
other
instrument
(including,
without
limitation,any
certificate
or
instrument
representing
a
dividend
or
a
distribution
in
connection
with
any
reclassification,
increase
or
reduction
of
capital
or
any
certificate
orinstrument
issued
in
connection
with
any
reorganization),
option
or
rights
in
respect
of
the
Capital
Stock
or
other
equity
interests
of
any
nature
of
any
Issuer,whether
in
addition
to,
in
substitution
of,
as
a
conversion
of,
or
in
exchange
for,
any
shares
(or
such
other
interests)
of
the
Pledged
Securities,
or
otherwise
inrespect
thereof,
except
as
otherwise
provided
herein
or
in
the
Credit
Agreement,
such
Grantor
shall
accept
the
same
as
the
agent
of
the
Administrative
Agent
andthe
other
Secured
Parties,
hold
the
same
in
trust
for
the
Administrative
Agent
and
the
other
Secured
Parties
and
deliver
the
same
forthwith
to
the
AdministrativeAgent
in
the
exact
form
received,
duly
indorsed
by
such
Grantor
to
the
Administrative
Agent,
if
required,
together
with
an
undated
stock
power
or
other
equivalentinstrument
of
transfer
acceptable
to
the
Administrative
Agent
covering
such
certificate
or
instrument
duly
executed
in
blank
by
such
Grantor
and
with,
if
theAdministrative
Agent
so
requests,
signature
guaranteed,
to
be
held
by
the
Administrative
Agent,
subject
to
the
terms
hereof,
as
additional
collateral
security
for
theSecured
Obligations.(b)




Without
the
prior
written
consent
of
the
Administrative
Agent,
such
Grantor
will
not
(i)
unless
otherwise
permitted
hereby,
vote
to
enable,or
take
any
other
action
to
permit,
any
Issuer
to
issue
any
Capital
Stock
or
other
equity
interests
of
any
nature
or
to
issue
any
other
securities
or
interestsconvertible
into
or
granting
the
right
to
purchase
or
exchange
for
any
Capital
Stock
or
other
equity
interests
of
any
nature
of
any
Issuer
(except
pursuant
to
atransaction
expressly
permitted
by
the
Credit
Agreement),
(ii)
sell,
assign,
transfer,
exchange
or
otherwise
dispose
of,
or
grant
any
option
with
respect
to,
thePledged
Securities
or
Proceeds
thereof
(except
pursuant
to
a
transaction
expressly
permitted
by
the
Credit
Agreement),
(iii)
create,
incur
or
permit
to
exist
any
Lien(except
for
Liens
permitted
by
Section
7.2
of
the
Credit
Agreement)
or
option
in
favor
of,
or
any
claim
of
any
Person
with
respect
to,
any
of
the
Pledged
Securitiesor
Proceeds
thereof,
or
any
interest
therein,
except
for
the
security
interests
created
by
this
Agreement
or
(iv)
enter
into
any
agreement
or
undertaking
restrictingthe
right
or
ability
of
such
Grantor
or
the
Administrative
Agent
to
sell,
assign
or
transfer
any
of
the
Pledged
Securities
or
Proceeds
thereof
(except
pursuant
to
atransaction
expressly
permitted
by
the
Credit
Agreement).(c)




In
the
case
of
each
Grantor
which
is
an
Issuer,
and
each
other
Issuer
that
executes
the
Acknowledgment
and
Consent
in
the
form
of
AnnexIV
(which
the
applicable
Grantor
shall
use
its
commercially
reasonable
efforts
to
obtain
from
each
such
other
Issuer),
such
Issuer
agrees
that
(i)
it
will
be
bound
bythe
terms
of
this
Agreement
relating
to
the
Pledged
Securities
issued
by
it
and
will
comply
with
such
terms
insofar
as
such
terms
are
applicable
to
it,
(ii)
it
willnotify
the
Administrative
AgentConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.promptly
in
writing
of
the
occurrence
of
any
of
the
events
described
in
subsection
(a)
of
this
Section
with
respect
to
the
Pledged
Securities
issued
by
it
and
(iii)
theterms
of
Section
7.1(c)
and
Section
7.5
shall
apply
to
it,
mutatis mutandis ,
with
respect
to
all
actions
that
may
be
required
of
it
pursuant
to
Section
7.1(c)
orSection
7.5
with
respect
to
the
Pledged
Securities
issued
by
it.(d)




Such
Grantor
shall
furnish
to
the
Administrative
Agent
such
powers
and
other
equivalent
instruments
of
transfer
as
may
be
required
by
theAdministrative
Agent
to
assure
the
transferability
of
and
the
perfection
of
the
security
interest
in
the
Pledged
Securities
when
and
as
often
as
may
be
reasonablyrequested
by
the
Administrative
Agent.(e)




The
Pledged
Securities
will
constitute
not
less
than
100%
of
the
Capital
Stock
or
other
equity
interests
of
the
Issuer
thereof
owned
by
anyGrantor,
except
Pledged
Securities
of
any
Foreign
Subsidiary
shall
be
limited
to
not
more
than
66%
of
the
voting
Capital
Stock
and
100%
of
the
non-voting
CapitalStock
of
such
Foreign
Subsidiary.(f)




If
any
Grantor
acquires
any
Pledged
Securities
after
executing
this
Agreement,
it
shall
execute
a
Supplement
to
this
Agreement
in
the
formof
Annex
III
with
respect
to
such
Pledged
Securities
and
deliver
such
Supplement
to
the
Administrative
Agent
promptly
thereafter.Section 6.10 




Limitations on Modifications, Waivers, Extensions of Agreements Giving Rise to Accounts .
Such
Grantor
will
not
(i)
amend,modify,
terminate
or
waive
any
provision
of
any
Chattel
Paper,
Instrument
or
any
agreement
giving
rise
to
an
Account
or
Payment
Intangible
comprising
a
portionof
the
Collateral,
or
(ii)
fail
to
exercise
promptly
and
diligently
each
and
every
right
which
it
may
have
under
any
Chattel
Paper,
Instrument
and
each
agreementgiving
rise
to
an
Account
or
Payment
Intangible
comprising
a
portion
of
the
Collateral
(other
than
any
right
of
termination),
except
where
such
action
or
failure
toact,
individually
or
in
the
aggregate,
could
not
reasonably
be
expected
to
have
a
Material
Adverse
Effect.Section 6.11 




Analysis of Accounts .
The
Administrative
Agent
shall
have
the
right
at
any
time
and
from
time
to
time
upon
reasonable
prior
notice
tomake
test
verifications
of
the
Accounts,
Chattel
Paper
and
Payment
Intangibles
comprising
a
portion
of
the
Collateral
in
any
manner
and
through
any
medium
thatit
reasonably
considers
advisable,
and
each
Grantor,
at
such
Grantor’s
sole
cost
and
expense,
shall
furnish
all
such
assistance
and
information
as
the
AdministrativeAgent
may
reasonably
require
in
connection
therewith.
At
any
time
and
from
time
to
time,
upon
the
Administrative
Agent’s
request
and
at
the
expense
of
eachGrantor,
such
Grantor
shall
furnish
to
the
Administrative
Agent
reports
showing
reconciliations,
aging
and
test
verifications
of,
and
trial
balances
for,
theAccounts,
Chattel
Paper
and
Payment
Intangibles
comprising
a
portion
of
the
Collateral,
and
all
original
and
other
documents
evidencing,
and
relating
to,
theagreements
and
transactions
which
gave
rise
to
the
Accounts,
Chattel
Paper
and
Payment
Intangibles
comprising
a
portion
of
the
Collateral,
including,
withoutlimitation,
all
original
orders,
invoices
and
shipping
receipts.Section 6.12 




Instruments and Tangible Chattel Paper .
If
any
amount
payable
under
or
in
connection
with
any
of
the
Collateral
shall
be
orbecome
evidenced
by
any
Instrument
or
Tangible
Chattel
Paper
and
the
value
of
such
Instruments
and
Tangible
Chattel
Paper
in
the
aggregate
is
$500,000
ormore,
each
such
Instrument
or
Tangible
Chattel
Paper,
shall
be
delivered
to
the
Administrative
Agent
as
soon
as
practicable,
duly
endorsed
in
a
manner
satisfactoryto
the
Administrative
Agent
to
be
held
as
Collateral
pursuant
to
this
Agreement.Section 6.13 




Copyrights, Patents and Trademarks .(a)




Such
Grantor
(either
itself
or
through
licensees)
will,
except
with
respect
to
any
Trademark
that
such
Grantor
shall
reasonably
determine
isnot
material
to
its
business,
(i)
maintain
as
in
the
past
the
quality
of
services
offered
under
such
Trademark,
(ii)
maintain
such
Trademark
in
full
force
and
effect,free
from
any
claim
of
abandonment
for
non-use,
(iii)
employ
such
Trademark
with
the
appropriate
notice
of
registration,
and
(iv)
not
(and
not
permit
any
licenseeor
sublicensee
thereof
to)
do
any
act
or
knowingly
omit
to
do
any
act
whereby
any
such
Trademark
may
become
invalidated.(b)




Such
Grantor
will
not,
except
with
respect
to
any
Patent
that
such
Grantor
shall
reasonably
determine
is
not
material
to
its
business,
doany
act,
or
omit
to
do
any
act,
whereby
any
such
Patent
may
become
abandoned
or
dedicated.(c)




Such
Grantor
will
not,
except
with
respect
to
any
Copyright
that
such
Grantor
shall
reasonably
determine
is
not
material
to
its
business,
doany
act,
or
omit
to
do
any
act,
whereby
any
such
Copyright
may
become
abandoned
or
dedicated.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(d)




Such
Grantor
will
notify
the
Administrative
Agent
and
the
other
Secured
Parties
promptly
if
it
knows,
or
has
reason
to
know,
that
anyapplication
or
registration
relating
to
any
Copyright,
Patent
or
Trademark
material
to
such
Grantor’s
business
may
become
abandoned
or
dedicated,
or
of
anyadverse
determination
or
development
(including,
without
limitation,
the
institution
of,
or
any
such
determination
or
development
in,
any
proceeding
in
the
UnitedStates
Patent
and
Trademark
Office,
the
United
States
Copyright
Office
or
any
court
or
tribunal
in
any
country)
regarding
such
Grantor’s
ownership
of
any
suchCopyright,
Patent
or
Trademark
or
its
right
to
register
the
same
or
to
keep
and
maintain
the
same.(e)




Whenever
a
Grantor,
either
by
itself
or
through
any
agent,
employee,
licensee
or
designee,
shall
file
an
application
for
the
registration
ofany
Copyright,
Patent
or
Trademark
with
the
United
States
Copyright
Office,
the
United
States
Patent
and
Trademark
Office
or
any
similar
office
or
agency
in
anyother
country
or
any
political
subdivision
thereof,
Parent
shall
report
such
filing
to
the
Administrative
Agent
and
the
other
Secured
Parties
in
the
ComplianceCertificate
delivered
for
the
Fiscal
Quarter
in
which
such
filing
occurs.
Upon
request
of
the
Administrative
Agent,
such
Grantor
shall
execute
and
deliver
anIntellectual
Property
Security
Agreement
substantially
in
the
form
of
Annex
II
,
and
any
and
all
other
agreements,
instruments,
documents,
and
papers
as
theAdministrative
Agent
may
request
to
evidence
the
Administrative
Agent’s
and
the
other
Secured
Parties’
security
interest
in
any
registered
Copyright,
Patent
orTrademark
(or
any
application
for
the
registration
thereof)
and
the
goodwill
and
General
Intangibles
of
such
Grantor
relating
thereto
or
represented
thereby,
andsuch
Grantor
hereby
constitutes
the
Administrative
Agent
its
attorney-in-fact
to
execute
and
file
all
such
writings
for
the
foregoing
purposes,
all
acts
of
suchattorney
being
hereby
ratified
and
confirmed;
such
power
being
coupled
with
an
interest
is
irrevocable
until
the
Secured
Obligations
are
paid
in
full
and
theCommitments
are
terminated.(f)




Such
Grantor
will
take
all
reasonable
and
necessary
steps,
including,
without
limitation,
in
any
proceeding
before
the
United
StatesCopyright
Office,
the
United
States
Patent
and
Trademark
Office,
or
any
similar
office
or
agency
in
any
other
country
or
any
political
subdivision
thereof,
tomaintain
and
pursue
each
application
(and
to
obtain
the
relevant
registration)
and
to
maintain
each
registration
of
the
Copyrights,
Patents
and
Trademarks
materialto
such
Grantor’s
business,
including,
without
limitation,
filing
of
applications
for
renewal,
affidavits
of
use
and
affidavits
of
incontestability.(g)




In
the
event
that
any
Copyright,
Patent
or
Trademark
included
in
the
Collateral
that
is
material
to
such
Grantor’s
business
is
infringed,misappropriated
or
diluted
by
a
third
party,
such
Grantor
shall
promptly
notify
the
Administrative
Agent
after
it
learns
thereof
and
shall,
unless
such
Grantor
shallreasonably
determine
that
such
Copyright,
Patent
or
Trademark
is
not
material
to
the
business
to
such
Grantor,
promptly
sue
for
infringement,
misappropriation
ordilution,
to
seek
injunctive
relief
where
appropriate
and
to
recover
any
and
all
damages
for
such
infringement,
misappropriation
or
dilution,
or
take
such
otheractions
as
such
Grantor
shall
reasonably
deem
appropriate
under
the
circumstances
to
protect
such
Copyright,
Patent
or
Trademark.Section 6.14 




Commercial Tort Claims .
If
such
Grantor
shall
at
any
time
hold
or
acquire
a
Commercial
Tort
Claim
that
satisfies
the
requirementsof
the
following
sentence,
such
Grantor
shall,
within
30
days
(or
such
longer
period
of
time
as
the
Administrative
Agent
may
agree
in
writing
in
its
sole
discretion)after
such
Commercial
Tort
Claim
satisfies
such
requirements,
notify
the
Administrative
Agent
in
a
writing
signed
by
such
Grantor
containing
a
brief
descriptionthereof,
and
granting
to
the
Administrative
Agent
in
such
writing
(for
the
benefit
of
the
Secured
Parties)
a
security
interest
therein
and
in
the
Proceeds
thereof,
allupon
the
terms
of
this
Agreement,
with
such
writing
to
be
in
form
and
substance
reasonably
satisfactory
to
the
Administrative
Agent.
The
provisions
of
thepreceding
sentence
shall
apply
only
to
a
Commercial
Tort
Claim
that
satisfies
the
following
requirements:
(i)
the
monetary
value
claimed
by
or
payable
to
therelevant
Grantor
in
connection
with
such
Commercial
Tort
Claim
shall
exceed
$500,000,
and
(ii)
either
(A)
such
Grantor
shall
have
filed
a
law
suit
or
counterclaimor
otherwise
commenced
legal
proceedings
(including,
without
limitation,
arbitration
proceedings)
against
the
Person
against
whom
such
Commercial
Tort
Claimis
made,
or
(B)
such
Grantor
and
the
Person
against
whom
such
Commercial
Tort
Claim
is
asserted
shall
have
entered
into
a
settlement
agreement
with
respect
tosuch
Commercial
Tort
Claim.
In
addition,
to
the
extent
that
the
existence
of
any
Commercial
Tort
Claim
held
or
acquired
by
any
Grantor
is
disclosed
by
suchGrantor
in
any
public
filing
with
the
Securities
Exchange
Commission
or
any
successor
thereto
or
analogous
Governmental
Authority,
or
to
the
extent
that
theexistence
of
any
such
Commercial
Tort
Claim
is
disclosed
in
any
press
release
issued
by
any
Grantor,
then,
upon
the
request
of
the
Administrative
Agent,
therelevant
Grantor
shall,
within
30
days
(or
such
longer
period
of
time
as
the
Administrative
Agent
may
agree
in
writing
in
its
sole
discretion)
after
such
request
ismade,
transmit
to
the
Administrative
Agent
a
writing
signed
by
such
Grantor
containing
a
brief
description
of
such
Commercial
Tort
Claim
and
granting
to
theAdministrative
Agent
in
such
writing
(for
the
benefit
of
the
Secured
Parties)
a
security
interest
therein
and
in
the
Proceeds
thereof,
all
upon
the
terms
of
thisAgreement,
with
such
writing
to
be
in
form
and
substance
reasonably
satisfactory
to
the
Administrative
Agent.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.ARTICLE VIIREMEDIAL PROVISIONSSection 7.1 




Pledged Securities .(a)




Unless
an
Event
of
Default
shall
have
occurred
and
be
continuing
and
the
Administrative
Agent
shall
have
given
notice
to
the
relevantGrantor
of
the
Administrative
Agent’s
intent
to
exercise
its
corresponding
rights
pursuant
to
subsection
(b)
of
this
Section,
each
Grantor
shall
be
permitted
toreceive
all
cash
dividends
paid
in
respect
of
the
Pledged
Securities
paid
in
the
normal
course
of
business
of
the
relevant
Issuer,
to
the
extent
permitted
in
the
CreditAgreement,
and
to
exercise
all
voting
and
corporate
rights
with
respect
to
the
Pledged
Securities.(b)




If
an
Event
of
Default
shall
occur
and
be
continuing,
then
at
any
time
in
the
Administrative
Agent’s
discretion,
without
notice,
(i)
theAdministrative
Agent
shall
have
the
right
to
receive
any
and
all
cash
dividends,
payments
or
other
Proceeds
paid
in
respect
of
the
Pledged
Securities
and
makeapplication
thereof
to
the
Obligations
in
accordance
with
Section
2.12(d)
of
the
Credit
Agreement,
and
(ii)
any
or
all
of
the
Pledged
Securities
shall
be
registered
inthe
name
of
the
Administrative
Agent
or
its
nominee,
and
the
Administrative
Agent
or
its
nominee
may
thereafter
exercise
(x)
all
voting,
corporate
and
other
rightspertaining
to
such
Pledged
Securities
at
any
meeting
of
shareholders
(or
other
equivalent
body)
of
the
relevant
Issuer
or
Issuers
or
otherwise
and
(y)
any
and
allrights
of
conversion,
exchange
and
subscription
and
any
other
rights,
privileges
or
options
pertaining
to
such
Pledged
Securities
as
if
it
were
the
absolute
ownerthereof
(including,
without
limitation,
the
right
to
exchange
at
its
discretion
any
and
all
of
the
Pledged
Securities
upon
the
merger,
consolidation,
reorganization,recapitalization
or
other
fundamental
change
in
the
organizational
structure
of
any
Issuer,
or
upon
the
exercise
by
any
Grantor
or
the
Administrative
Agent
of
anyright,
privilege
or
option
pertaining
to
such
Pledged
Securities,
and
in
connection
therewith,
the
right
to
deposit
and
deliver
any
and
all
of
the
Pledged
Securitieswith
any
committee,
depositary,
transfer
agent,
registrar
or
other
designated
agency
upon
such
terms
and
conditions
as
the
Administrative
Agent
may
determine),all
without
liability
except
to
account
for
property
actually
received
by
it,
but
the
Administrative
Agent
shall
have
no
duty
to
any
Grantor
to
exercise
any
suchright,
privilege
or
option
and
shall
not
be
responsible
for
any
failure
to
do
so
or
delay
in
so
doing.(c)




Each
Grantor
hereby
authorizes
and
instructs
each
Issuer
of
any
Pledged
Securities
pledged
by
such
Grantor
hereunder
(and
each
Issuerparty
hereto
hereby
agrees)
to
(i)
comply
with
any
instruction
received
by
it
from
the
Administrative
Agent
in
writing
(x)
after
an
Event
of
Default
has
occurredand
is
continuing
and
(y)
that
is
otherwise
in
accordance
with
the
terms
of
this
Agreement,
without
any
other
or
further
instructions
from
such
Grantor,
and
eachGrantor
agrees
that
each
Issuer
shall
be
fully
protected
in
so
complying,
and
(ii)
unless
otherwise
expressly
permitted
hereby,
pay
any
dividends
or
other
paymentswith
respect
to
the
Pledged
Securities
directly
to
the
Administrative
Agent
upon
request
by
Administrative
Agent
during
the
existence
of
an
Event
of
Default.(d)




After
the
occurrence
and
during
the
continuation
of
an
Event
of
Default,
if
the
Issuer
of
any
Pledged
Securities
is
the
subject
ofbankruptcy,
insolvency,
receivership,
custodianship
or
other
proceedings
under
the
supervision
of
any
Governmental
Authority,
then
all
rights
of
the
Grantor
inrespect
thereof
to
exercise
the
voting
and
other
consensual
rights
which
such
Grantor
would
otherwise
be
entitled
to
exercise
with
respect
to
the
Pledged
Securitiesissued
by
such
Issuer
shall
cease,
and
all
such
rights
shall
thereupon
become
vested
in
the
Administrative
Agent
who
shall
thereupon
have
the
sole
right
to
exercisesuch
voting
and
other
consensual
rights,
but
the
Administrative
Agent
shall
have
no
duty
to
exercise
any
such
voting
or
other
consensual
rights
and
shall
not
beresponsible
for
any
failure
to
do
so
or
delay
in
so
doing.Section 7.2 




Collections on Accounts .
The
Administrative
Agent
hereby
authorizes
each
Grantor
to
collect
upon
the
Accounts,
Instruments,
ChattelPaper
and
Payment
Intangibles
subject
to
the
Administrative
Agent’s
direction
and
control,
and
the
Administrative
Agent
may
curtail
or
terminate
said
authority
atany
time
after
the
occurrence
and
during
the
continuance
of
an
Event
of
Default.
Upon
the
request
of
the
Administrative
Agent,
at
any
time
after
the
occurrenceand
during
the
continuance
of
an
Event
of
Default,
each
Grantor
shall
notify
the
applicable
Account
Debtors
that
the
applicable
Accounts,
Chattel
Paper
andPayment
Intangibles
have
been
assigned
to
the
Administrative
Agent
for
the
ratable
benefit
of
the
Secured
Parties
and
that
payments
in
respect
thereof
shall
bemade
directly
to
the
Administrative
Agent.
During
the
existence
of
an
Event
of
Default,
the
Administrative
Agent
may
in
its
own
name
or
in
the
name
of
otherscommunicate
with
the
applicable
Account
Debtors
to
verify
with
them
to
its
satisfaction
the
existence,
amount
and
terms
of
any
applicable
Accounts,
Chattel
Paperor
Payment
Intangibles.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Section 7.3 




Proceeds .
If
required
by
the
Administrative
Agent
at
any
time
after
the
occurrence
and
during
the
continuance
of
an
Event
of
Default,any
payments
of
Accounts,
Instruments,
Chattel
Paper
and
Payment
Intangibles
comprising
a
portion
of
the
Collateral,
when
collected
or
received
by
each
Grantor,and
any
other
cash
or
non-cash
Proceeds
received
by
each
Grantor
upon
the
sale
or
other
disposition
of
any
Collateral,
shall
be
forthwith
(and,
in
any
event,
withintwo
(2)
Business
Days)
deposited
by
such
Grantor
in
the
exact
form
received,
duly
indorsed
by
such
Grantor
to
the
Administrative
Agent
in
a
special
collateralaccount
maintained
by
the
Administrative
Agent
subject
to
withdrawal
by
the
Administrative
Agent
for
the
ratable
benefit
of
the
Secured
Parties
only,
ashereinafter
provided,
and,
until
so
turned
over,
shall
be
held
by
such
Grantor
in
trust
for
the
Administrative
Agent
for
the
ratable
benefit
of
the
Secured
Partiessegregated
from
other
funds
of
any
such
Grantor.
Each
deposit
of
any
such
Proceeds
shall
be
accompanied
by
a
report
identifying
in
detail
the
nature
and
source
ofthe
payments
included
in
the
deposit.
All
Proceeds
of
the
Collateral
(including,
without
limitation,
Proceeds
constituting
collections
of
Accounts,
Chattel
Paper,Instruments
or
Payment
Intangibles
comprising
a
portion
of
the
Collateral)
while
held
by
the
Administrative
Agent
(or
by
any
Grantor
in
trust
for
theAdministrative
Agent
for
the
ratable
benefit
of
the
Secured
Parties)
shall
continue
to
be
collateral
security
for
all
of
the
Secured
Obligations
and
shall
not
constitutepayment
thereof
until
applied
as
hereinafter
provided.
At
such
intervals
as
may
be
agreed
upon
by
each
Grantor
and
the
Administrative
Agent,
or,
if
an
Event
ofDefault
shall
have
occurred
and
be
continuing,
at
any
time
at
the
Administrative
Agent’s
election,
the
Administrative
Agent
shall
apply
all
or
any
part
of
the
fundson
deposit
in
said
special
collateral
account
on
account
of
the
Secured
Obligations
in
the
order
set
forth
in
Section
8.2
of
the
Credit
Agreement,
and
any
part
ofsuch
funds
which
the
Administrative
Agent
elects
not
so
to
apply
and
deems
not
required
as
collateral
security
for
the
Secured
Obligations
shall
be
paid
over
fromtime
to
time
by
the
Administrative
Agent
to
each
Grantor
or
to
whomsoever
may
be
lawfully
entitled
to
receive
the
same.Section 7.4 




UCC and Other Remedies .(a)




If
an
Event
of
Default
shall
occur
and
be
continuing,
the
Administrative
Agent,
on
behalf
of
the
Secured
Parties,
may
exercise
in
itsdiscretion,
in
addition
to
all
other
rights,
remedies,
powers
and
privileges
granted
to
them
in
this
Agreement,
the
other
Loan
Documents,
and
in
any
otherinstrument
or
agreement
securing,
evidencing
or
relating
to
the
Secured
Obligations,
all
rights,
remedies,
powers
and
privileges
of
a
secured
party
under
the
UCC(regardless
of
whether
the
UCC
is
in
effect
in
the
jurisdiction
where
such
rights,
remedies,
powers
or
privileges
are
asserted)
or
any
other
applicable
law
orotherwise
available
at
law
or
equity.
Without
limiting
the
generality
of
the
foregoing,
the
Administrative
Agent,
without
demand
of
performance
or
other
demand,presentment,
protest,
advertisement
or
notice
of
any
kind
(except
any
notice
required
by
law
referred
to
below)
to
or
upon
any
Grantor
or
any
other
Person
(all
andeach
of
which
demands,
presentments,
protests,
advertisements
and
notices
are
hereby
waived),
may
in
such
circumstances
forthwith
collect,
receive,
appropriateand
realize
upon
the
Collateral,
or
any
part
thereof,
and/or
may
forthwith
sell,
lease,
assign,
give
option
or
options
to
purchase,
or
otherwise
dispose
of
and
deliverthe
Collateral
or
any
part
thereof
(or
contract
to
do
any
of
the
foregoing),
in
one
or
more
parcels
at
public
or
private
sale
or
sales,
at
any
exchange,
broker’s
boardor
office
of
the
Administrative
Agent
or
any
other
Secured
Party
or
elsewhere
upon
such
terms
and
conditions
as
it
may
deem
advisable
and
at
such
prices
as
itmay
deem
best,
for
cash
or
on
credit
or
for
future
delivery
without
assumption
of
any
credit
risk.
The
Administrative
Agent
or
any
other
Secured
Party
shall
havethe
right
upon
any
such
public
sale
or
sales,
and,
to
the
extent
permitted
by
law,
upon
any
such
private
sale
or
sales,
to
purchase
the
whole
or
any
part
of
theCollateral
so
sold,
free
of
any
right
or
equity
of
redemption
in
any
Grantor,
which
right
or
equity
is
hereby
waived
and
released.
If
an
Event
of
Default
shall
occurand
be
continuing,
each
Grantor
further
agrees,
at
the
Administrative
Agent’s
request,
to
assemble
the
Collateral
and
make
it
available
to
the
Administrative
Agentat
places
which
the
Administrative
Agent
shall
reasonably
select,
whether
at
such
Grantor’s
premises
or
elsewhere.
Any
such
sale
or
transfer
by
the
AdministrativeAgent
either
to
itself
or
to
any
other
Person
shall
be
absolutely
free
from
any
claim
of
right
by
any
Grantor,
including
any
equity
or
right
of
redemption,
stay
orappraisal
which
such
Grantor
has
or
may
have
under
any
rule
of
law,
regulation
or
statute
now
existing
or
hereafter
adopted.
Upon
any
such
sale
or
transfer,
theAdministrative
Agent
shall
have
the
right
to
deliver,
assign
and
transfer
to
the
purchaser
or
transferee
thereof
the
Collateral
so
sold
or
transferred.
TheAdministrative
Agent
shall
apply
the
net
proceeds
of
any
action
taken
by
it
pursuant
to
this
Section,
after
deducting
all
reasonable
costs
and
expenses
of
every
kindincurred
in
connection
therewith
or
incidental
to
the
care
or
safekeeping
of
any
of
the
Collateral
or
in
any
way
relating
to
the
Collateral
or
the
rights
of
theAdministrative
Agent
and
the
other
Secured
Parties
hereunder,
including,
without
limitation,
reasonable
attorneys’
fees
and
disbursements,
to
the
payment
in
wholeor
in
part
of
the
Obligations,
in
accordance
with
Section
8.2
of
the
Credit
Agreement,
and
only
after
such
application
and
after
the
payment
by
the
AdministrativeAgent
of
any
other
amount
required
by
any
provision
of
law,
including,
without
limitation,
Section
9-615
of
the
UCC,
need
the
Administrative
Agent
account
forthe
surplus,
if
any,
to
any
Grantor.
To
the
extent
permitted
by
applicable
law,
each
Grantor
waives
all
claims,
damages
and
demands
it
may
acquire
against
theAdministrative
Agent
or
any
other
Secured
Party
arising
out
of
the
exercise
by
them
of
any
rights
hereunder.
If
any
notice
of
aConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.proposed
sale
or
other
disposition
of
Collateral
shall
be
required
by
law,
such
notice
shall
be
deemed
reasonable
and
proper
if
given
at
least
10
days
before
suchsale
or
other
disposition.(b)




In
the
event
that
the
Administrative
Agent
elects
not
to
sell
the
Collateral,
the
Administrative
Agent
retains
its
rights
to
dispose
of
orutilize
the
Collateral
or
any
part
or
parts
thereof
in
any
manner
authorized
or
permitted
by
law
or
in
equity
and
to
apply
the
proceeds
of
the
same
towards
paymentof
the
Secured
Obligations.
Each
and
every
method
of
disposition
of
the
Collateral
described
in
this
Agreement
shall
constitute
disposition
in
a
commerciallyreasonable
manner.
The
Administrative
Agent
may
appoint
any
Person
as
agent
to
perform
any
act
or
acts
necessary
or
incident
to
any
sale
or
transfer
of
theCollateral.Section 7.5 




Private Sales of Pledged Securities .
Each
Grantor
recognizes
that
the
Administrative
Agent
may
be
unable
to
effect
a
public
sale
ofany
or
all
the
Pledged
Securities,
by
reason
of
certain
prohibitions
contained
in
the
Securities
Act
and
applicable
state
securities
laws
or
otherwise,
and
may
becompelled
to
resort
to
one
or
more
private
sales
thereof
to
a
restricted
group
of
purchasers
which
will
be
obliged
to
agree,
among
other
things,
to
acquire
suchsecurities
for
their
own
account
for
investment
and
not
with
a
view
to
the
distribution
or
resale
thereof.
Each
Grantor
acknowledges
and
agrees
that
any
suchprivate
sale
may
result
in
prices
and
other
terms
less
favorable
than
if
such
sale
were
a
public
sale
and,
notwithstanding
such
circumstances,
agrees
that
any
suchprivate
sale
shall
be
deemed
to
have
been
made
in
a
commercially
reasonable
manner.
The
Administrative
Agent
shall
be
under
no
obligation
to
delay
a
sale
of
anyof
the
Pledged
Securities
for
the
period
of
time
necessary
to
permit
the
Issuer
thereof
to
register
such
securities
for
public
sale
under
the
Securities
Act,
or
underapplicable
state
securities
laws,
even
if
such
Issuer
would
agree
to
do
so.
Each
Grantor
agrees
to
use
its
best
efforts
to
do
or
cause
to
be
done
all
such
other
acts
asmay
reasonably
be
necessary
to
make
such
sale
or
sales
of
all
or
any
portion
of
the
Pledged
Securities
pursuant
to
this
Section
valid
and
binding
and
in
compliancewith
any
and
all
other
applicable
Requirements
of
Law.
Each
Grantor
further
agrees
that
a
breach
of
any
of
the
covenants
contained
in
this
Section
will
causeirreparable
injury
to
the
Administrative
Agent
and
the
other
Secured
Parties,
that
the
Administrative
Agent
and
the
other
Secured
Parties
have
no
adequate
remedyat
law
in
respect
of
such
breach
and,
as
a
consequence,
that
each
and
every
covenant
contained
in
this
Section
shall
be
specifically
enforceable
against
suchGrantor,
and
such
Grantor
hereby
waives
and
agrees
not
to
assert
any
defenses
against
an
action
for
specific
performance
of
such
covenants.Section 7.6 




Waiver; Deficiency .
Each
Grantor
waives
and
agrees
not
to
assert
any
rights
or
privileges
which
it
may
acquire
under
the
UCC
or
anyother
applicable
law.
Each
Grantor
shall
remain
liable
for
any
deficiency
if
the
proceeds
of
any
sale
or
other
disposition
of
the
Collateral
are
insufficient
to
pay
itsObligations
or
Guaranteed
Obligations,
as
the
case
may
be,
and
the
fees
and
disbursements
of
any
attorneys
employed
by
the
Administrative
Agent
or
any
otherSecured
Party
to
collect
such
deficiency.Section 7.7 




Non-Judicial Enforcement .
The
Administrative
Agent
may
enforce
its
rights
hereunder
without
prior
judicial
process
or
judicialhearing,
and,
to
the
extent
permitted
by
law,
each
Grantor
expressly
waives
any
and
all
legal
rights
which
might
otherwise
require
the
Administrative
Agent
toenforce
its
rights
by
judicial
process.ARTICLE VIIITHE ADMINISTRATIVE AGENTSection 8.1 




The Administrative Agent’s Appointment as Attorney-in-Fact .(a)




Each
Grantor
hereby
irrevocably
constitutes
and
appoints,
during
the
existence
of
an
Event
of
Default,
the
Administrative
Agent
and
anyofficer
or
agent
thereof,
with
full
power
of
substitution,
as
its
true
and
lawful
attorney-in-fact
with
full
irrevocable
power
and
authority
in
the
place
and
stead
ofsuch
Grantor
and
in
the
name
of
such
Grantor
or
in
its
own
name,
for
the
purpose
of
carrying
out
the
terms
of
this
Agreement,
to
take
any
and
all
reasonablyappropriate
action
and
to
execute
any
and
all
documents
and
instruments
which
may
be
reasonably
necessary
or
desirable
to
accomplish
the
purposes
of
thisAgreement,
and,
without
limiting
the
generality
of
the
foregoing,
each
Grantor
hereby
gives
the
Administrative
Agent
the
power
and
right,
during
the
existence
ofan
Event
of
Default,
on
behalf
of
such
Grantor,
without
notice
to
or
assent
by
such
Grantor,
to
do
any
or
all
of
the
following:Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(i)




pay
or
discharge
Taxes
and
Liens
levied
or
placed
on
or
threatened
against
the
Collateral,
effect
any
repairs
or
any
insurancecalled
for
by
the
terms
of
this
Agreement
and
pay
all
or
any
part
of
the
premiums
therefor
and
the
costs
thereof;(ii)




execute,
in
connection
with
any
sale
provided
for
in
Section
7.4
or
Section
7.5
,
any
endorsements,
assignments
or
otherinstruments
of
conveyance
or
transfer
with
respect
to
the
Collateral;
and(iii)




(A)
direct
any
party
liable
for
any
payment
under
any
of
the
Collateral
to
make
payment
of
any
and
all
moneys
due
or
tobecome
due
thereunder
directly
to
the
Administrative
Agent
or
as
the
Administrative
Agent
shall
direct;
(B)
take
possession
of
and
indorse
and
collectany
checks,
drafts,
notes,
acceptances
or
other
instruments
for
the
payment
of
moneys
due
under
any
Account,
Instrument,
General
Intangible,
ChattelPaper
or
Payment
Intangible
or
with
respect
to
any
other
Collateral,
and
to
file
any
claim
or
to
take
any
other
action
or
proceeding
in
any
court
of
law
orequity
or
otherwise
deemed
appropriate
by
the
Administrative
Agent
for
the
purpose
of
collecting
any
or
all
such
moneys
due
under
any
Account,Instrument
or
General
Intangible
or
with
respect
to
any
other
Collateral
whenever
payable;
(C)
ask
or
demand
for,
collect,
and
receive
payment
of
andreceipt
for
any
and
all
moneys,
claims
and
other
amounts
due
or
to
become
due
at
any
time
in
respect
of
or
arising
out
of
any
Collateral;
(D)
sign
andindorse
any
invoices,
freight
or
express
bills,
bills
of
lading,
storage
or
warehouse
receipts,
drafts
against
debtors,
assignments,
verifications,
notices
andother
documents
in
connection
with
any
of
the
Collateral;
(E)
receive,
change
the
address
for
delivery,
open
and
dispose
of
mail
addressed
to
any
Grantor,and
execute,
assign
and
indorse
negotiable
and
other
instruments
for
the
payment
of
money,
documents
of
title
or
other
evidences
of
payment,
shipmentor
storage
for
any
form
of
Collateral
on
behalf
of
and
in
the
name
of
any
Grantor;
(F)
commence
and
prosecute
any
suits,
actions
or
proceedings
at
law
orin
equity
in
any
court
of
competent
jurisdiction
to
collect
the
Collateral
or
any
portion
thereof
and
to
enforce
any
other
right
in
respect
of
any
Collateral;(G)
defend
any
suit,
action
or
proceeding
brought
against
such
Grantor
with
respect
to
any
Collateral;
(H)
settle,
compromise
or
adjust
any
such
suit,action
or
proceeding
and,
in
connection
therewith,
give
such
discharges
or
releases
as
the
Administrative
Agent
may
deem
appropriate;
(I)
assign
anyPatent
or
Trademark
(along
with
the
goodwill
of
the
business
to
which
any
such
Trademark
pertains)
throughout
the
world
for
such
term
or
terms,
on
suchconditions,
and
in
such
manner
as
the
Administrative
Agent
shall
in
its
sole
discretion
determine;
and
(J)
generally,
sell,
transfer,
pledge
and
make
anyagreement
with
respect
to
or
otherwise
deal
with
any
of
the
Collateral
as
fully
and
completely
as
though
the
Administrative
Agent
were
the
absoluteowner
thereof
for
all
purposes,
and
do,
at
the
Administrative
Agent’s
option
and
such
Grantor’s
expense,
at
any
time,
or
from
time
to
time,
all
acts
andthings
which
the
Administrative
Agent
deems
necessary
to
protect,
preserve
or
realize
upon
the
Collateral
and
the
Administrative
Agent’s
and
the
otherSecured
Parties’
security
interests
therein
and
to
effect
the
intent
of
this
Agreement,
all
as
fully
and
effectively
as
such
Grantor
might
do.Anything
in
this
subsection
to
the
contrary
notwithstanding,
the
Administrative
Agent
agrees
that
it
will
not
exercise
any
rights
under
the
power
of
attorneyprovided
for
in
this
subsection
unless
an
Event
of
Default
shall
have
occurred
and
be
continuing.
The
Administrative
Agent
shall
give
the
relevant
Grantor
noticeof
any
action
taken
pursuant
to
this
subsection
when
reasonably
practicable;
provided
that
the
Administrative
Agent
shall
have
no
liability
for
the
failure
to
provideany
such
notice.(b)




If
any
Grantor
fails
to
perform
or
comply
with
any
of
its
agreements
contained
herein
within
the
applicable
grace
periods,
theAdministrative
Agent,
at
its
option,
but
without
any
obligation
so
to
do,
may
perform
or
comply,
or
otherwise
cause
performance
or
compliance,
with
suchagreement.(c)




The
expenses
of
the
Administrative
Agent
incurred
in
connection
with
actions
undertaken
as
provided
in
this
Section,
together
withinterest
thereon
at
the
rate
for
Default
Interest
from
the
date
of
payment
by
the
Administrative
Agent
to
the
date
reimbursed
by
the
relevant
Grantor,
shall
bepayable
by
such
Grantor
to
the
Administrative
Agent
on
demand.(d)




Each
Grantor
hereby
ratifies
all
that
said
attorneys
shall
lawfully
do
or
cause
to
be
done
by
virtue
hereof
and
in
compliance
herewith.
Allpowers,
authorizations
and
agencies
contained
in
this
Agreement
are
coupled
with
an
interest
and
are
irrevocable
until
this
Agreement
is
terminated
and
thesecurity
interests
created
hereby
are
released.Section 8.2 




Duty of the Administrative Agent .
The
Administrative
Agent’s
sole
duty
with
respect
to
the
custody,
safekeeping
and
physicalpreservation
of
the
Collateral
in
its
possession,
under
Section
9-207
of
the
UCC
or
otherwise,
shall
be
to
deal
with
it
in
the
same
manner
as
the
AdministrativeAgent
deals
with
similar
property
for
its
own
account
and
shall
be
deemedConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.to
have
exercised
reasonable
care
in
the
custody
and
preservation
of
the
Collateral
in
its
possession
if
the
Collateral
is
accorded
treatment
substantially
equal
to
thatwhich
comparable
secured
parties
accord
comparable
collateral.
Neither
the
Administrative
Agent,
any
other
Secured
Party
nor
any
of
their
respective
officers,directors,
employees
or
agents
shall
be
liable
for
failure
to
demand,
collect
or
realize
upon
any
of
the
Collateral
or
for
any
delay
in
doing
so
or
shall
be
under
anyobligation
to
sell
or
otherwise
dispose
of
any
Collateral
upon
the
request
of
any
Grantor
or
any
other
Person
or
to
take
any
other
action
whatsoever
with
regard
tothe
Collateral
or
any
part
thereof.
The
powers
conferred
on
the
Administrative
Agent
and
the
other
Secured
Parties
hereunder
are
solely
to
protect
theAdministrative
Agent’s
and
the
other
Secured
Parties’
interests
in
the
Collateral
and
shall
not
impose
any
duty
upon
the
Administrative
Agent
or
any
other
SecuredParty
to
exercise
any
such
powers.
The
Administrative
Agent
and
the
other
Secured
Parties
shall
be
accountable
only
for
amounts
that
they
actually
receive
as
aresult
of
the
exercise
of
such
powers,
and
neither
they
nor
any
of
their
officers,
directors,
employees
or
agents
shall
be
responsible
to
any
Grantor
for
any
act
orfailure
to
act
hereunder,
except
for
their
own
gross
negligence
or
willful
misconduct
as
determined
by
a
court
of
competent
jurisdiction
in
a
final
and
non-appealable
judgment.
To
the
fullest
extent
permitted
by
applicable
law,
the
Administrative
Agent
shall
be
under
no
duty
whatsoever
to
make
or
give
anypresentment,
notice
of
dishonor,
protest,
demand
for
performance,
notice
of
non-performance,
notice
of
intent
to
accelerate,
notice
of
acceleration,
or
other
noticeor
demand
in
connection
with
any
Collateral,
or
to
take
any
steps
necessary
to
preserve
any
rights
against
any
Grantor
or
other
Person
or
ascertaining
or
takingaction
with
respect
to
calls,
conversions,
exchanges,
maturities,
tenders
or
other
matters
relative
to
any
Collateral,
whether
or
not
it
has
or
is
deemed
to
haveknowledge
of
such
matters.
Each
Grantor,
to
the
extent
permitted
by
applicable
law,
waives
any
right
of
marshaling
in
respect
of
any
and
all
Collateral,
and
waivesany
right
to
require
the
Administrative
Agent
or
any
other
Secured
Party
to
proceed
against
any
Grantor
or
other
Person,
exhaust
any
Collateral
or
enforce
anyother
remedy
which
the
Administrative
Agent
or
any
other
Secured
Party
now
has
or
may
hereafter
have
against
any
Grantor
or
other
Person.Section 8.3 




Filing of Financing Statements .
Pursuant
to
the
UCC
and
any
other
applicable
law,
each
Grantor
authorizes
the
Administrative
Agent,its
counsel
or
its
representative,
at
any
time
and
from
time
to
time,
to
file
or
record
financing
statements,
continuation
statements,
amendments
thereto
and
otherfiling
or
recording
documents
or
instruments
with
respect
to
the
Collateral
without
the
signature
of
such
Grantor
in
such
form
and
in
such
offices
as
theAdministrative
Agent
reasonably
determines
appropriate
to
perfect
the
security
interests
of
the
Administrative
Agent
under
this
Agreement.
Additionally,
eachGrantor
authorizes
the
Administrative
Agent,
its
counsel
or
its
representative,
at
any
time
and
from
time
to
time,
to
file
or
record
such
financing
statements
thatdescribe
the
collateral
covered
thereby
as
“all
assets
of
the
Grantor”,
“all
personal
property
of
the
Grantor”
or
words
of
similar
effect.
A
photographic
or
otherreproduction
of
this
Agreement
shall
be
sufficient
as
a
financing
statement
or
other
filing
or
recording
document
or
instrument
for
filing
or
recording
in
anyjurisdiction.Section 8.4 




Authority of the Administrative Agent .
Each
Grantor
acknowledges
that
the
rights
and
responsibilities
of
the
Administrative
Agentunder
this
Agreement
with
respect
to
any
action
taken
by
the
Administrative
Agent
or
the
exercise
or
non-exercise
by
the
Administrative
Agent
of
any
option,voting
right,
request,
judgment
or
other
right
or
remedy
provided
for
herein
or
resulting
or
arising
out
of
this
Agreement
shall,
as
between
the
Administrative
Agentand
the
other
Secured
Parties,
be
governed
by
the
Credit
Agreement
and
by
such
other
agreements
with
respect
thereto
as
may
exist
from
time
to
time
among
them,but,
as
between
the
Administrative
Agent
and
the
Grantors,
the
Administrative
Agent
shall
be
conclusively
presumed
to
be
acting
as
agent
for
the
Secured
Partieswith
full
and
valid
authority
so
to
act
or
refrain
from
acting,
and
no
Grantor
shall
be
under
any
obligation,
or
entitlement,
to
make
any
inquiry
respecting
suchauthority.ARTICLE IXSUBORDINATION OF INDEBTEDNESSSection 9.1 




Subordination of All Guarantor Claims .
As
used
herein,
the
term
“Guarantor
Claims”
shall
mean
all
debts
and
obligations
of
Parent,the
Borrower
or
any
other
Grantor
to
any
Grantor,
whether
such
debts
and
obligations
now
exist
or
are
hereafter
incurred
or
arise,
or
whether
the
obligation
of
thedebtor
thereon
be
direct,
contingent,
primary,
secondary,
several,
joint
and
several,
or
otherwise,
and
irrespective
of
whether
such
debts
or
obligations
be
evidencedby
note,
contract,
open
account,
or
otherwise,
and
irrespective
of
the
Person
or
Persons
in
whose
favor
such
debts
or
obligations
may,
at
their
inception,
have
beenor
may
hereafter
be
created,
or
the
manner
in
which
they
have
been
or
may
hereafter
be
acquired.
After
the
occurrence
and
during
the
continuation
of
an
Event
ofDefault,
no
Grantor
shall
receive
or
collect,
directly
or
indirectly,
from
any
obligor
in
respect
thereof
any
amount
upon
the
Guarantor
Claims.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Section 9.2 




Claims in Bankruptcy .
In
the
event
of
receivership,
bankruptcy,
reorganization,
arrangement,
debtor’s
relief
or
other
insolvencyproceedings
involving
any
Grantor,
the
Administrative
Agent
on
behalf
of
the
Secured
Parties
shall
have
the
right
to
prove
their
claim
in
any
proceeding,
so
as
toestablish
their
rights
hereunder
and
receive
directly
from
the
receiver,
trustee
or
other
court
custodian
dividends
and
payments
which
would
otherwise
be
payableupon
Guarantor
Claims.
Each
Grantor
hereby
assigns
such
dividends
and
payments
to
the
Administrative
Agent
for
the
benefit
of
the
Secured
Parties
forapplication
against
the
Secured
Obligations
as
provided
under
Section
8.2
of
the
Credit
Agreement.
Should
the
Administrative
Agent
or
any
other
Secured
Partyreceive,
for
application
upon
the
Secured
Obligations,
any
such
dividend
or
payment
which
is
otherwise
payable
to
any
Grantor,
and
which,
as
between
suchGrantor,
shall
constitute
a
credit
upon
the
Guarantor
Claims,
then
upon
payment
in
full
of
the
Secured
Obligations
and
termination
of
all
Commitments,
theintended
recipient
shall
become
subrogated
to
the
rights
of
the
Administrative
Agent
and
the
other
Secured
Parties
to
the
extent
that
such
payments
to
theAdministrative
Agent
and
the
other
Secured
Parties
on
the
Guarantor
Claims
have
contributed
toward
the
liquidation
of
the
Secured
Obligations,
and
suchsubrogation
shall
be
with
respect
to
that
proportion
of
the
Secured
Obligations
which
would
have
been
unpaid
if
the
Administrative
Agent
and
the
other
SecuredParties
had
not
received
dividends
or
payments
upon
the
Guarantor
Claims.Section 9.3 




Payments Held in Trust .
In
the
event
that,
notwithstanding
Section
9.1
and
Section
9.2
,
any
Grantor
should
receive
any
funds,payments,
claims
or
distributions
which
are
prohibited
by
such
Sections,
then
it
agrees
(a)
to
hold
in
trust
for
the
Administrative
Agent
and
the
other
SecuredParties
an
amount
equal
to
the
amount
of
all
funds,
payments,
claims
or
distributions
so
received,
and
(b)
that
it
shall
have
absolutely
no
dominion
over
the
amountof
such
funds,
payments,
claims
or
distributions
except
to
pay
them
promptly
to
the
Administrative
Agent,
for
the
benefit
of
the
Secured
Parties;
and
each
Grantorcovenants
promptly
to
pay
the
same
to
the
Administrative
Agent.Section 9.4 




Liens Subordinate .
Each
Grantor
agrees
that,
until
the
Secured
Obligations
are
paid
in
full
and
all
Commitments
have
terminated,
anyLiens
securing
payment
of
the
Guarantor
Claims
shall
be
and
remain
inferior
and
subordinate
to
any
Liens
securing
payment
of
the
Secured
Obligations,
regardlessof
whether
such
encumbrances
in
favor
of
such
Grantor,
the
Administrative
Agent
or
any
other
Secured
Party
presently
exist
or
are
hereafter
created
or
attach.Without
the
prior
written
consent
of
the
Administrative
Agent,
no
Grantor,
during
the
period
in
which
any
of
the
Secured
Obligations
are
outstanding
and
allCommitments
have
terminated,
shall
(a)
exercise
or
enforce
any
creditor’s
right
it
may
have
against
any
debtor
in
respect
of
the
Guarantor
Claims,
or
(b)
foreclose,repossess,
sequester
or
otherwise
take
steps
or
institute
any
action
or
proceeding
(judicial
or
otherwise,
including,
without
limitation,
the
commencement
of
orjoinder
in
any
liquidation,
bankruptcy,
rearrangement,
debtor’s
relief
or
insolvency
proceeding)
to
enforce
any
Lien
held
by
it.Section 9.5 




Notation of Records .
Upon
the
request
of
the
Administrative
Agent,
all
promissory
notes
and
all
accounts
receivable
ledgers
or
otherevidence
of
the
Guarantor
Claims
accepted
by
or
held
by
any
Grantor
shall
contain
a
specific
written
notice
thereon
that
the
indebtedness
evidenced
thereby
issubordinated
under
the
terms
of
this
Agreement.ARTICLE XMISCELLANEOUSSection 10.1 




Waiver .
No
failure
on
the
part
of
the
Administrative
Agent
or
any
other
Secured
Party
to
exercise
and
no
delay
in
exercising,
and
nocourse
of
dealing
with
respect
to,
any
right,
remedy,
power
or
privilege
under
any
of
the
Loan
Documents
shall
operate
as
a
waiver
thereof,
nor
shall
any
single
orpartial
exercise
of
any
right,
power
or
privilege
under
any
of
the
Loan
Documents
preclude
any
other
or
further
exercise
thereof
or
the
exercise
of
any
other
right,remedy,
power
or
privilege.
The
rights,
remedies,
powers
and
privileges
provided
herein
are
cumulative
and
not
exclusive
of
any
rights,
remedies,
powers
andprivileges
provided
by
law.
The
exercise
by
the
Administrative
Agent
of
any
one
or
more
of
the
rights,
powers
and
remedies
herein
shall
not
be
construed
as
awaiver
of
any
other
rights,
powers
and
remedies,
including,
without
limitation,
any
rights
of
set-off.Section 10.2 




Notices .
All
notices
and
other
communications
provided
for
herein
shall
be
given
in
the
manner
and
subject
to
the
terms
of
Section10.1
of
the
Credit
Agreement;
provided
that
any
such
notice,
request
or
demand
to
or
upon
any
Guarantor
shall
be
addressed
to
such
Guarantor
at
its
notice
addressset
forth
on
Schedule
1
.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Section 10.3 




Payment of Expenses, Indemnities .(a)




Each
Grantor
agrees
to
pay
or
promptly
reimburse
the
Administrative
Agent
and
each
other
Secured
Party
for
all
advances
and
reasonableand
documented
out-of-pocket
charges,
costs
and
expenses
(including,
without
limitation,
all
reasonable
and
documented
out-of-pocket
costs
and
expenses
ofholding,
preparing
for
sale
and
selling,
collecting
or
otherwise
realizing
upon
the
Collateral
and
all
reasonable
and
documented
out-of-pocket
attorneys’
fees,
legalexpenses
and
court
costs)
incurred
by
any
Secured
Party
in
connection
with
the
exercise
of
its
respective
rights
and
remedies
hereunder,
including,
withoutlimitation,
any
advances
and
reasonable
and
documented
out-of-pocket
charges,
costs
and
expenses
that
may
be
incurred
in
any
effort
to
enforce
any
of
theprovisions
of
this
Agreement
or
any
obligation
of
any
Grantor
in
respect
of
the
Collateral
or
in
connection
with
(i)
the
preservation
of
the
Lien
of,
or
the
rights
ofthe
Administrative
Agent
or
any
other
Secured
Party
under,
this
Agreement,
(ii)
any
actual
or
attempted
sale,
lease,
disposition,
exchange,
collection,
compromise,settlement
or
other
realization
in
respect
of,
or
care
of,
the
Collateral,
including
all
such
costs
and
expenses
incurred
in
any
bankruptcy,
reorganization,
workout
orother
similar
proceeding,
or
(iii)
collecting
against
such
Grantor
under
the
guarantee
contained
in
Article
II
or
otherwise
enforcing
or
preserving
any
rights
underthis
Agreement
and
the
other
Loan
Documents
to
which
such
Grantor
is
a
party.(b)




Each
Grantor
agrees
to
pay,
and
to
save
the
Administrative
Agent
and
the
other
Secured
Parties
harmless
from,
any
and
all
liabilities,obligations,
losses,
damages,
penalties,
actions,
judgments,
suits,
costs,
expenses
or
disbursements
of
any
kind
or
nature
whatsoever
(including,
without
limitation,court
costs
and
attorneys’
fees
and
any
and
all
liabilities
with
respect
to,
or
resulting
from
any
delay
in
paying,
any
and
all
stamp,
excise,
sales
or
other
taxes
whichmay
be
payable
or
determined
to
be
payable
with
respect
to
any
of
the
Collateral
or
in
connection
with
any
of
the
transactions
contemplated
by
this
Agreement)incurred
because
of,
incident
to,
or
with
respect
to
the
Collateral
(including,
without
limitation,
any
exercise
of
rights
or
remedies
in
connection
therewith)
or
theexecution,
delivery,
enforcement,
performance
or
administration
of
this
Agreement,
to
the
extent
the
Borrower
would
be
required
to
do
so
pursuant
to
Section
10.3of
the
Credit
Agreement.(c)




All
amounts
for
which
any
Grantor
is
liable
pursuant
to
this
Section
shall
be
due
and
payable
by
such
Grantor
to
the
Administrative
Agentor
any
Secured
Party
upon
demand.Section 10.4 




Amendments in Writing .
None
of
the
terms
or
provisions
of
this
Agreement
may
be
waived,
amended,
supplemented
or
otherwisemodified
except
in
accordance
with
Section
10.2
of
the
Credit
Agreement.Section 10.5 




Successors and Assigns .
This
Agreement
shall
be
binding
upon
the
successors
and
assigns
of
each
Grantor
and
shall
inure
to
thebenefit
of
the
Administrative
Agent
and
the
other
Secured
Parties,
the
future
holders
of
the
Loans,
and
their
respective
successors
and
assigns;
provided
that
noGrantor
may
assign,
transfer
or
delegate
any
of
its
rights
or
Secured
Obligations
under
this
Agreement
without
the
prior
written
consent
of
the
AdministrativeAgent
and
the
Lenders.Section 10.6 




Severability .
Any
provision
of
this
Agreement
held
to
be
invalid,
illegal
or
unenforceable
in
any
jurisdiction
shall,
as
to
suchjurisdiction,
be
ineffective
to
the
extent
of
such
invalidity,
illegality
or
unenforceability
without
affecting
the
validity,
legality
and
enforceability
of
the
remainingprovisions
hereof;
and
the
invalidity
of
a
particular
provision
in
a
particular
jurisdiction
shall
not
invalidate
such
provision
in
any
other
jurisdiction.Section 10.7 




Counterparts .
This
Agreement
may
be
executed
in
any
number
of
counterparts,
all
of
which
taken
together
shall
constitute
one
andthe
same
instrument,
and
any
of
the
parties
hereto
may
execute
this
Agreement
by
signing
any
such
counterpart.Section 10.8 




Survival .
The
obligations
of
the
parties
under
Section
10.3
shall
survive
the
repayment
of
the
Secured
Obligations
and
the
terminationof
the
Credit
Agreement,
the
Letters
of
Credit
(or
the
Cash
Collateralization
thereof
in
accordance
with
the
terms
of
the
Credit
Agreement),
the
Commitments,
theHedging
Obligations
and
the
Bank
Product
Obligations.
To
the
extent
that
any
payments
on
the
Secured
Obligations
or
proceeds
of
any
Collateral
are
subsequentlyinvalidated,
declared
to
be
fraudulent
or
preferential,
set
aside
or
required
to
be
repaid
to
a
trustee,
debtor
in
possession,
receiver
or
other
Person
under
anybankruptcy
law,
common
law
or
equitable
cause,
then,
to
such
extent,
the
Secured
Obligations
so
satisfied
shall
be
revived
and
continue
as
if
such
payment
orproceeds
had
not
been
received
and
the
Administrative
Agent’s
and
the
other
Secured
Parties’
Liens,
security
interests,
rights,
powers
and
remedies
under
thisAgreement
and
each
other
applicable
Collateral
Document
shall
continue
in
full
force
and
effect.
In
such
event,
each
applicable
Collateral
Document
shall
beautomatically
reinstated
and
eachConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Grantor
shall
take
such
action
as
may
be
reasonably
requested
by
the
Administrative
Agent
and
the
other
Secured
Parties
to
effect
such
reinstatement.Section 10.9 




Captions .
Captions
and
section
headings
appearing
herein
are
included
solely
for
convenience
of
reference
and
are
not
intended
toaffect
the
interpretation
of
any
provision
of
this
Agreement.Section 10.10 




No Oral Agreements .
The
Loan
Documents
embody
the
entire
agreement
and
understanding
between
the
parties
and
supersede
allother
agreements
and
understandings
between
such
parties
relating
to
the
subject
matter
hereof
and
thereof.
The
Loan
Documents
represent
the
final
agreementbetween
the
parties
and
may
not
be
contradicted
by
evidence
of
prior,
contemporaneous
or
subsequent
oral
agreements
of
the
parties.
There
are
no
unwritten
oralagreements
between
the
parties.Section 10.11 




Governing Law; Submission to Jurisdiction .(a)




This
Agreement
and
the
other
Loan
Documents
any
claims,
controversy,
dispute
or
cause
of
action
(whether
in
contract
or
tort
orotherwise)
based
upon,
arising
out
of
or
relating
to
this
Agreement
or
any
other
Loan
Document
(except,
as
to
any
other
Loan
Document,
as
expressly
set
forththerein)
and
the
transactions
contemplated
hereby
and
thereby
shall
be
construed
in
accordance
with
and
be
governed
by
the
law
(without
giving
effect
to
theconflict
of
law
principles
thereof
except
for
Sections
5-1401
and
5-1402
of
the
New
York
General
Obligations
Law)
of
the
State
of
New
York.(b)




Each
Grantor
hereby
irrevocably
and
unconditionally
submits,
for
itself
and
its
property,
to
the
exclusive
jurisdiction
of
the
United
StatesDistrict
Court
for
the
Southern
District
of
New
York,
and
of
the
Supreme
Court
of
the
State
of
New
York
sitting
in
New
York
County,
and
of
any
appellate
courtfrom
any
thereof,
in
any
action
or
proceeding
arising
out
of
or
relating
to
this
Agreement
or
any
other
Loan
Document
or
the
transactions
contemplated
hereby
orthereby,
or
for
recognition
or
enforcement
of
any
judgment,
and
each
of
the
parties
hereto
hereby
irrevocably
and
unconditionally
agrees
that
all
claims
in
respectof
any
such
action
or
proceeding
may
be
heard
and
determined
in
such
District
Court
or
such
New
York
state
court
or,
to
the
extent
permitted
by
applicable
law,such
appellate
court.
Each
of
the
parties
hereto
agrees
that
a
final
judgment
in
any
such
action
or
proceeding
shall
be
conclusive
and
may
be
enforced
in
otherjurisdictions
by
suit
on
the
judgment
or
in
any
other
manner
provided
by
law.
Nothing
in
this
Agreement
or
any
other
Loan
Document
shall
affect
any
right
that
theAdministrative
Agent,
the
Issuing
Bank
or
any
Lender
may
otherwise
have
to
bring
any
action
or
proceeding
relating
to
this
Agreement
or
any
other
LoanDocument
against
Parent,
the
Borrower
or
their
respective
properties
in
the
courts
of
any
jurisdiction.(c)




Each
Grantor
irrevocably
and
unconditionally
waives
any
objection
which
it
may
now
or
hereafter
have
to
the
laying
of
venue
of
any
suchsuit,
action
or
proceeding
described
in
subsection
(b)
of
this
Section
and
brought
in
any
court
referred
to
in
subsection
(b)
of
this
Section.
Each
of
the
parties
heretoirrevocably
waives,
to
the
fullest
extent
permitted
by
applicable
law,
the
defense
of
an
inconvenient
forum
to
the
maintenance
of
such
action
or
proceeding
in
anysuch
court.(d)




Each
party
to
this
Agreement
irrevocably
consents
to
the
service
of
process
in
the
manner
provided
for
notices
in
Section
10.2
.
Nothing
inthis
Agreement
or
in
any
other
Loan
Document
will
affect
the
right
of
any
party
hereto
to
serve
process
in
any
other
manner
permitted
by
law.Section 10.12 




WAIVER OF JURY TRIAL .
EACH
PARTY
HERETO
IRREVOCABLY
WAIVES,
TO
THE
FULLEST
EXTENT
PERMITTEDBY
APPLICABLE
LAW,
ANY
RIGHT
IT
MAY
HAVE
TO
A
TRIAL
BY
JURY
IN
ANY
LEGAL
PROCEEDING
DIRECTLY
OR
INDIRECTLY
ARISINGOUT
OF
THIS
AGREEMENT
OR
ANY
OTHER
LOAN
DOCUMENT
OR
THE
TRANSACTIONS
CONTEMPLATED
HEREBY
OR
THEREBY
(WHETHERBASED
ON
CONTRACT,
TORT
OR
ANY
OTHER
THEORY).
EACH
PARTY
HERETO
(A)
CERTIFIES
THAT
NO
REPRESENTATIVE,
AGENT
ORATTORNEY
OF
ANY
OTHER
PARTY
HAS
REPRESENTED,
EXPRESSLY
OR
OTHERWISE,
THAT
SUCH
OTHER
PARTY
WOULD
NOT,
IN
THEEVENT
OF
LITIGATION,
SEEK
TO
ENFORCE
THE
FOREGOING
WAIVER,
AND
(B)
ACKNOWLEDGES
THAT
IT
AND
THE
OTHER
PARTIESHERETO
HAVE
BEEN
INDUCED
TO
ENTER
INTO
THIS
AGREEMENT
AND
THE
OTHER
LOAN
DOCUMENTS
BY,
AMONG
OTHER
THINGS,
THEMUTUAL
WAIVERS
AND
CERTIFICATIONS
IN
THIS
SECTION.Section 10.13 




Acknowledgments .(a)




Each
Grantor
hereby
acknowledges
that:Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(i)




it
has
been
advised
by
counsel
in
the
negotiation,
execution
and
delivery
of
this
Agreement
and
the
other
Loan
Documents
towhich
it
is
a
party;(ii)




neither
the
Administrative
Agent
nor
any
other
Secured
Party
has
any
fiduciary
relationship
with
or
duty
to
any
Grantor
arisingout
of
or
in
connection
with
this
Agreement
or
any
of
the
other
Loan
Documents,
and
the
relationship
between
the
Grantors,
on
the
one
hand,
and
theAdministrative
Agent
and
the
other
Secured
Parties,
on
the
other
hand,
in
connection
herewith
or
therewith
is
solely
that
of
debtor
and
creditor;
and(iii)




no
joint
venture
is
created
hereby
or
by
the
other
Loan
Documents
or
otherwise
exists
by
virtue
of
the
transactions
contemplatedhereby
among
the
Secured
Parties
or
among
the
Grantors
and
the
Lenders.(b)




Each
of
the
parties
hereto
specifically
agrees
that
it
has
a
duty
to
read
this
Agreement
and
the
other
Loan
Documents
to
which
it
is
a
partyand
agrees
that
it
is
charged
with
notice
and
knowledge
of
the
terms
of
this
Agreement
and
the
other
Loan
Documents
to
which
it
is
a
party;
that
it
has
in
fact
readthis
Agreement
and
the
other
Loan
Documents
to
which
it
is
a
party
and
is
fully
informed
and
has
full
notice
and
knowledge
of
the
terms,
conditions
and
effects
ofthis
Agreement
and
the
other
Loan
Documents
to
which
it
is
a
party;
that
it
has
been
represented
by
independent
legal
counsel
of
its
choice
throughout
thenegotiations
preceding
its
execution
of
this
Agreement
and
the
other
Loan
Documents
to
which
it
is
party;
and
has
received
the
advice
of
its
attorney
in
enteringinto
this
Agreement
and
the
other
Loan
Documents
to
which
it
is
a
party;
and
that
it
recognizes
that
certain
of
the
terms
of
this
Agreement
and
other
LoanDocuments
to
which
it
is
a
party
result
in
one
party
assuming
the
liability
inherent
in
some
aspects
of
the
transaction
and
relieving
the
other
party
of
itsresponsibility
for
such
liability.
Each
Grantor
agrees
and
covenants
that
it
will
not
contest
the
validity
or
enforceability
of
any
exculpatory
provision
of
thisAgreement
or
the
other
Loan
Documents
to
which
it
is
a
party
on
the
basis
that
such
Grantor
had
no
notice
or
knowledge
of
such
provision
or
that
the
provision
isnot
“conspicuous”.(c)




Each
Grantor
warrants
and
agrees
that
each
of
the
waivers
and
consents
set
forth
in
this
Agreement
are
made
voluntarily
andunconditionally
after
consultation
with
outside
legal
counsel
and
with
full
knowledge
of
their
significance
and
consequences,
with
the
understanding
that
eventsgiving
rise
to
any
defense
or
right
waived
may
diminish,
destroy
or
otherwise
adversely
affect
rights
which
such
Grantor
otherwise
may
have
against
any
otherGrantor,
the
Administrative
Agent,
the
other
Secured
Parties
or
any
other
Person
or
against
any
Collateral.
If,
notwithstanding
the
intent
of
the
parties
that
theterms
of
this
Agreement
shall
control
in
any
and
all
circumstances,
any
such
waivers
or
consents
are
determined
to
be
unenforceable
under
applicable
law,
suchwaivers
and
consents
shall
be
effective
to
the
maximum
extent
permitted
by
law.Section 10.14 




Additional Grantors .
Each
Person
that
is
required
to
become
a
party
to
this
Agreement
pursuant
to
Section
5.12
of
the
CreditAgreement
and
is
not
a
signatory
hereto
shall
become
a
Grantor
for
all
purposes
of
this
Agreement
upon
execution
and
delivery
by
such
Person
of
an
AssumptionAgreement
in
the
form
of
Annex
I
.Section 10.15 




Set-Off .
Each
Grantor
agrees
that,
in
addition
to
(and
without
limitation
of)
any
right
of
set-off,
bankers’
lien
or
counterclaim
aSecured
Party
may
otherwise
have,
each
Secured
Party
shall
have
the
right
and
be
entitled
(after
consultation
with
the
Administrative
Agent),
at
its
option,
to
offset(i)
balances
held
by
it
or
by
any
of
its
Affiliates
for
account
of
any
Grantor
or
any
of
its
Subsidiaries
at
any
of
its
offices,
in
dollars
or
in
any
other
currency,
and
(ii)Obligations
then
due
and
payable
to
such
Secured
Party
(or
any
Affiliate
of
such
Secured
Party),
which
are
not
paid
when
due,
in
which
case
it
shall
promptlynotify
the
Borrower
and
the
Administrative
Agent
thereof,
provided
that
such
Secured
Party’s
failure
to
give
such
notice
shall
not
affect
the
validity
thereof.Section 10.16 




Releases .(a)





Release
Upon
Payment
in
Full
.
The
grant
of
the
security
interest
hereunder
and
all
of
the
rights,
powers
and
remedies
in
connectionherewith
shall
remain
in
full
force
and
effect
until
the
payment
in
full
in
cash
of
the
Secured
Obligations
and
the
termination
of
the
Credit
Agreement,
the
Lettersof
Credit
(or
the
Cash
Collateralization
thereof
in
accordance
with
the
terms
of
the
Credit
Agreement)
and
all
Commitments.
Upon
the
payment
in
full
in
cash
ofthe
Secured
Obligations
and
the
termination
of
the
Credit
Agreement,
the
Letters
of
Credit
(or
the
Cash
Collateralization
thereof
in
accordance
with
the
terms
ofthe
Credit
Agreement)
and
all
Commitments,
the
Administrative
Agent,
at
the
written
request
and
expense
of
the
Borrower,
will
promptly
release,
reassign
andtransfer
the
Collateral
to
the
Grantors,
without
recourse,
representation,
warranty
or
other
assurance
of
any
kind,
and
declare
this
Agreement
to
be
of
no
furtherforce
or
effect.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.(b)





Further
Assurances
.
If
any
of
the
Collateral
shall
be
sold,
transferred
or
otherwise
disposed
of
by
any
Grantor
in
a
transaction
permittedby
the
Credit
Agreement,
then
the
Administrative
Agent,
at
the
request
and
sole
expense
of
such
Grantor,
shall
promptly
execute
and
deliver
to
such
Grantor
allreleases
or
other
documents
reasonably
necessary
for
the
release
of
the
Liens
created
hereby
on
such
Collateral
and
the
Capital
Stock
of
such
Grantor,
madewithout
recourse,
representation,
warranty
or
other
assurance
of
any
kind.
At
the
request
and
sole
expense
of
the
Borrower,
a
Grantor
shall
be
released
from
itsobligations
hereunder
in
the
event
that
all
the
Capital
Stock
of
such
Grantor
shall
be
sold,
transferred
or
otherwise
disposed
of
in
a
transaction
expressly
permittedby
the
Credit
Agreement;
provided
that
the
Borrower
shall
have
delivered
to
the
Administrative
Agent,
at
least
10
Business
Days
(or
such
shorter
period
of
time
asthe
Administrative
Agent
may
agree
in
writing
in
its
sole
discretion)
prior
to
the
date
of
the
proposed
release,
a
written
request
for
release
identifying
the
relevantGrantor
and
the
terms
of
the
sale
or
other
disposition
in
reasonable
detail,
including
the
price
thereof
and
any
expenses
in
connection
therewith,
together
with
acertification
by
the
Borrower
stating
that
such
transaction
is
in
compliance
with
the
Credit
Agreement
and
the
other
Loan
Documents.(c)





Retention
in
Satisfaction
.
Except
as
may
be
expressly
applicable
pursuant
to
Section
9-620
of
the
UCC,
no
action
taken
or
omission
toact
by
the
Administrative
Agent
or
the
other
Secured
Parties
hereunder,
including,
without
limitation,
any
exercise
of
voting
or
consensual
rights
or
any
otheraction
taken
or
inaction,
shall
be
deemed
to
constitute
a
retention
of
the
Collateral
in
satisfaction
of
the
Secured
Obligations
or
otherwise
to
be
in
full
satisfactionof
the
Secured
Obligations,
and
the
Secured
Obligations
shall
remain
in
full
force
and
effect,
until
the
Administrative
Agent
and
the
other
Secured
Parties
shallhave
applied
payments
(including,
without
limitation,
collections
from
Collateral)
towards
the
Secured
Obligations
in
the
full
amount
then
outstanding
or
untilsuch
subsequent
time
as
is
provided
in
subsection
(a)
of
this
Section.Section 10.17 




Reinstatement .
The
obligations
of
each
Grantor
under
this
Agreement
(including,
without
limitation,
with
respect
to
the
guaranteecontained
in
Article
II
and
the
provision
of
collateral
herein)
shall
continue
to
be
effective,
or
be
reinstated,
as
the
case
may
be,
if
at
any
time
payment,
or
any
partthereof,
of
any
of
the
Obligations
is
rescinded
or
must
otherwise
be
restored
or
returned
by
the
Administrative
Agent
or
any
other
Secured
Party
upon
theinsolvency,
bankruptcy,
dissolution,
liquidation
or
reorganization
of
Parent,
the
Borrower
or
any
other
Grantor,
or
upon
or
as
a
result
of
the
appointment
of
areceiver,
intervenor
or
conservator
of,
or
trustee
or
similar
officer
for,
Parent,
the
Borrower
or
any
other
Grantor
or
any
substantial
part
of
its
property,
orotherwise,
all
as
though
such
payments
had
not
been
made.Section 10.18 




Acceptance .
Each
Grantor
hereby
expressly
waives
notice
of
acceptance
of
this
Agreement,
acceptance
on
the
part
of
theAdministrative
Agent
and
the
other
Secured
Parties
being
conclusively
presumed
by
their
request
for
this
Agreement
and
delivery
of
the
same
to
theAdministrative
Agent.Section 10.19 




Relation to Other Security Documents .
The
provisions
of
this
Agreement
shall
be
read
and
construed
with
the
other
LoanDocuments
referred
to
below
in
the
manner
so
indicated.(a)





Credit
Agreement
.
In
the
event
of
any
conflict
between
any
provision
in
this
Agreement
and
a
provision
in
the
Credit
Agreement,
suchprovision
of
the
Credit
Agreement
shall
control.(b)





Patent,
Trademark,
Copyright
Security
Agreements
.
The
provisions
of
any
Intellectual
Property
Security
Agreement
(or
similaragreement)
are
supplemental
to
the
provisions
of
this
Agreement,
and
nothing
contained
in
any
Intellectual
Property
Security
Agreement
(or
similar
agreement)shall
limit
any
of
the
rights
or
remedies
of
Collateral
Agent
hereunder.Section 10.20 




Amendment and Restatement; No Novation .
This
Agreement
constitutes
an
amendment
and
restatement
of
the
Existing
SecurityAgreement
effective
from
and
after
the
date
hereof.
The
execution
and
delivery
of
this
Agreement
and
the
consummation
of
the
transactions
contemplated
herebyare
not
intended
by
the
parties
to
be,
and
shall
not
constitute,
a
novation
or
an
accord
and
satisfaction
of
the
“Guaranteed
Obligations”
(as
defined
in
the
ExistingSecurity
Agreement),
the
“Secured
Obligations”
(as
defined
in
the
Existing
Security
Agreement),
or
any
other
obligations
owing
to
the
Administrative
Agent
orany
other
Person
under
the
Existing
Security
Agreement
or
any
other
“Loan
Document”
(as
defined
in
the
Existing
Credit
Agreement).
Each
of
the
parties
heretohereby
acknowledges
and
agrees
that
the
pledge
and
grant
of
the
security
interests
in
the
Collateral
pursuant
to
Article
III
of
this
Agreement
is
not
intended
to,
norshall
it
be
construed
to
be,
a
release
of
any
prior
pledge
or
security
interests
granted
by
the
Grantors
in
favor
of
the
Administrative
Agent
(for
the
benefit
of
the“Secured
Parties”
thereunder
and
Secured
Parties
hereunder)
under
the
Existing
Security
Agreement,
but
is
intended
to
constitute
a
restatement
and
reconfirmationConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.of
the
prior
pledge
and
security
interests
granted
by
the
Grantors
in
favor
of
the
Administrative
Agent
(for
the
benefit
of
such
“Secured
Parties”
and
SecuredParties)
in
and
to
the
Collateral.
Each
of
the
parties
hereto
hereby
acknowledges
and
agrees
that
the
guarantees
pursuant
to
Article
II
of
this
Agreement
is
notintended
to,
nor
shall
it
be
construed
to
be,
a
release
of
any
prior
guaranty
by
any
Guarantor
under
the
Existing
Security
Agreement,
but
is
intended
to
constitute
arestatement
and
reconfirmation
of
such
prior
guaranty.ARTICLE XIKEEPWELLEach
Qualified
ECP
Guarantor
hereby
jointly
and
severally
absolutely,
unconditionally
and
irrevocably
undertakes
to
provide
such
funds
or
other
support
asmay
be
needed
from
time
to
time
by
each
other
Loan
Party
to
honor
all
of
its
obligations
under
this
Agreement
in
respect
of
Swap
Obligations
(provided,
however,that
each
Qualified
ECP
Guarantor
shall
only
be
liable
under
this
Article
XI
for
the
maximum
amount
of
such
liability
that
can
be
hereby
incurred
withoutrendering
its
obligations
under
this
Article
XI
,
or
otherwise
under
this
Agreement,
voidable
under
applicable
law
relating
to
fraudulent
conveyance
or
fraudulenttransfer,
and
not
for
any
greater
amount).
The
obligations
of
each
Qualified
ECP
Guarantor
under
this
Section
shall
remain
in
full
force
and
effect
until
thisAgreement
has
been
terminated
pursuant
to
Section
10.16(a)
.
Each
Qualified
ECP
Guarantor
intends
that
this
Article
XI
constitute,
and
this
Article
XI
shall
bedeemed
to
constitute,
a
“keepwell,
support,
or
other
agreement”
for
the
benefit
of
each
other
Loan
Party
for
all
purposes
of
Section
1a(18)(A)(v)(II)
of
theCommodity
Exchange
Act.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.IN WITNESS WHEREOF ,
the
parties
hereto
have
caused
this
Agreement
to
be
duly
executed
by
their
respective
authorized
officers
as
of
the
day
and
yearfirst
above
written.BORROWER :LENDINGTREE, LLCBy:




























Name:



Title:



PARENT AND GUARANTOR :LENDINGTREE, INC.By:




























Name:



Title:



GUARANTORS :IRON HORSE HOLDINGS, LLCBy:




























Name:



Title:



Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Acknowledged
and
Agreed
to
as
of
the
date
hereof:ADMINISTRATIVE AGENT :SUNTRUST BANKBy:
























Name:Title:Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 1Notice AddressesTo
Parent:LendingTree,
Inc.11115
Rushmore
DriveCharlotte,
NC
28277Attn:
Chief
Financial
Officerwith
a
copy
to:LendingTree,
Inc.11115
Rushmore
DriveCharlotte,
NC
28277Attn:
General
CounselTo
each
Guarantor:c/o
LendingTree,
Inc.11115
Rushmore
DriveCharlotte,
NC
28277Attn:
Chief
Financial
Officerwith
a
copy
to:c/o
LendingTree,
Inc.11115
Rushmore
DriveCharlotte,
NC
28277Attn:
General
Counsel
Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 2Pledged
SecuritiesOwnerIssuerClass of Capital StockNo. of SharesCertificated or UncertificatedLendingTree,
Inc.LendingTree,
LLCSeries
A
Preferred7873.0037116
unitsUncertificatedLendingTree,
Inc.LendingTree,
LLCSeries
B
Preferred200
unitsUncertificatedLendingTree,
Inc.LendingTree,
LLCCommon1000
unitsUncertificatedLendingTree,
LLCTree.com
BU
HoldingCompany,
Inc.Class
A
Common950
sharesCertificatedLendingTree,
LLCTree.com
BU
HoldingCompany,
Inc.Preferred1,800
sharesCertificatedLendingTree,
LLCLT
Real
Estate,
Inc.Common1,000
sharesCertificatedLendingTree,
LLCHome
Loan
Center,
Inc.Common100
sharesCertificatedLendingTree,
LLCDegreeTree,
Inc.Class
A
Common2,900
sharesCertificatedLendingTree,
LLCDegreeTree,
Inc.Preferred1,270
sharesCertificatedLendingTree,
LLCIron
Horse
Holdings,LLCMembership
Interest100%UncertificatedLendingTree,
LLCRexford
Office
Holdings,LLCMembership
Interest100%UncertificatedLendingTree,
LLCLT
India
HoldingCompany,
LLCMembership
Interest100%UncertificatedConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 3Filings and Other Actions Required to Perfect Security InterestsUniform Commercial Code Filings (UCC-1)GrantorJurisdictionLendingTree,
LLCDelawareLendingTree,
Inc.DelawareIron
Horse
Holdings,
LLCDelawareCopyright FilingsGrantorJurisdictionLendingTree,
LLCUnited
State
Copyright
OfficeFixture Filings - NoneOwnerAddressFixture Filing (Yes/No)





Bailee Agreements - NoneBaileeOwnerLocation





Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 4Legal Name, Organizational Status, Chief Executive OfficeLegal NameJurisdiction ofOrganizationTax ID#Organizational #Location of OfficeLendingTree,
LLCDelaware[***]263140811115
Rushmore
DriveCharlotte,
NC
28277LendingTree,
Inc.Delaware[***]453208311115
Rushmore
DriveCharlotte,
NC
28277Iron
Horse
Holdings,
LLCDelaware[***]4944115701
East
Bay
Street
Suite
414
Charleston,
SC
29403Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 5Prior Names and Prior Chief Executive OfficesGrantorPrior Name(s)Prior Office(s)LendingTree,
Inc.Tree.com,
Inc.N/AConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 6Patents and Patent LicensesPatentsTitleApplication No. andDatePatent No. and DateOwnerStatus / Next DeadlineMETHOD
AND
COMPUTERNETWORK
FOR
CO-ORDINATINGA
LOAN
OVER
THE
INTERNET09/07513605/08/1998638559405/07/2002LendingTree,
LLCGrantedMETHOD
AND
COMPUTERNETWORK
FOR
CO-ORDINATINGA
LOAN
OVER
THE
INTERNET10/08089102/22/2002661181608/26/2003LendingTree,
LLCGrantedMethods
and
Computer
Network
forCo-Ordinating
a
Loan
Over
theInternet14/53758111/10/2014N/ALendingTree,
LLCFiledMethods
and
Systems
for
OnlineCredit
Offers14/05078110/10/2013N/ALendingTree,
LLCFiled.
Response
to
OfficeAction
due
10/16/2015.System
and
Method
for
CollectingFinancial
Information
over
a
GlobalCommunications
Network13/448,1704/16/20129032281LendingTree,
LLC
asassigned
from
Jeremy
C.Zongker
to
Seller
by
thatPatent
Assignment,
No.501889867FiledLicensed Patents – LendingTree, LLC•[***]LendingTree,
LLC
currently
licenses
its
Owned
Patents
to
the
following
parties:•[***]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 7Trademarks and Trademark LicensesTrademarksTrademarkJurisdictionRegistration / Application No. and DateOwnerDEGREETREEAustralia1498471
-
01/08/2013LendingTree,
LLCDEGREETREENew
Zealand961106
–
06/26/2022LendingTree,
LLCDONE
RIGHT
DIRECTORY
&DesignUnited
States3437719
–
05/27/2008LendingTree,
LLCDONE
RIGHT
GUARANTEE(Wordmark)United
States3428235
–
05/13/2008LendingTree,
LLCDone
Right!
(Wordmark)United
States3432705
–
05/20/2008LendingTree,
LLCGETSMART
(Wordmark)United
States2241814
–
04/27/1999LendingTree,
LLCDONE
RIGHT!
(Wordmark)United
States3432705
–
05/20/2008LendingTree,
LLCGETSMART
(Wordmark)United
States2241814
–
04/27/1999LendingTree,
LLCGETSMART
(Wordmark)United
States2949459
–
05/10/2005LendingTree,
LLCGETSMART
(Wordmark)United
States2929887
–
03/01/2005LendingTree,
LLCGETSMART
&
Home
Calculatorand
Dollar
Sign
DesignsUnited
States3323701
–
10/30/2007LendingTree,
LLCINSURANCETREE
&
DesignUnited
States3824225
–
07/27/2010LendingTree,
LLCLENDINGTREE
(Wordmark)United
States2265733
–
07/27/1999LendingTree,
LLCLENDINGTREE
(Wordmark)United
States2886058
–
09/21/2004LendingTree,
LLCLENDINGTREE
&
DesignUnited
States3873272
–
11/09/2010LendingTree,
LLCLENDINGTREE
MONEYRIGHT&
DesignUnited
States3757322
–
03/09/2010LendingTree,
LLCMale
w/Glasses,
Hands
on
HipsDesignUnited
States3323716
–
10/30/2007LendingTree,
LLCHead
of
Male
w/Glasses
in
CircleDesignUnited
States3323728
–
10/30/2007LendingTree,
LLCSMARTY-PANTS
(Wordmark)United
States3323713
–
10/30/2007LendingTree,
LLCTREE
(Wordmark)United
States3807609
–
06/22/2010LendingTree,
LLCTREE.COM
&
DesignUnited
States3724381
–
12/15/2009LendingTree,
LLCTREE.COM
WHERE
SMARTDECISIONS
START
&
DesignUnited
States3833355
–
08/17/2010LendingTree,
LLCWHEN
BANKS
COMPETE,
YOUWIN
(Wordmark)United
States2440603
–
04/03/2001LendingTree,
LLCSERVICETREE
(Wordmark)United
States4337410
–
05/21/2013LendingTree,
LLCSERVICETREE
&
DesignUnited
States4337411
–
05/21/2013LendingTree,
LLCLENDING
TREE
&
DesignSouth
Africa2005/04757
–
03/10/2005LendingTree,
LLCLENDINGTREE
(Word)CanadaTMA714738
–
05/21/2008LendingTree,
LLCLENDING
TREE
&
DesignEuropeanCommunity003995966
–
11/18/2005LendingTree,
LLCConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.LENDING
TREE
&
DesignIndia1401066
–
02/21/2008LendingTree,
LLCLENDING
TREE
&
DesignJapan4889041
–
08/19/2005LendingTree,
LLCLENDING
TREE
&
DesignNew
Zealand726496
–
09/15/2005LendingTree,
LLCLENDING
TREE
&
DesignSingaporeT0503390D
–
08/22/2005LendingTree,
LLCGETSMART
(Wordmark)Benelux0606634
–
05/16/1997LendingTree,
LLCGETSMART
(Wordmark)CanadaTMA608992LendingTree,
LLCGETSMART
(Wordmark)New
Zealand291069
–
11/18/1998LendingTree,
LLCGETSMART
(Stylized)India1401065
–
08/08/2008LendingTree,
LLCGETSMART
LENDING
&
DesignCanadaTMA686469
–
04/24/2007LendingTree,
LLCWHEN
BANKS
COMPETE,
YOUWIN
(Wordmark)CanadaTMA714951
–
05/22/2008LendingTree,
LLCIF
YOU
NEED
A
LOAN,
YOU'RENOT
ALONEUnited
States86/674462
–
06/25/2015LendingTree,
LLCTHE
PLACE
TO
SHOP
FORMONEYUnited
States86/674459
–
06/25/2015LendingTree,
LLCMAGNIFYMONEYUnited
States4781167LendingTree,
LLCMILECARDS.COMUnited
States87523344LendingTree,
LLCMILECARDSUnited
States87523376LendingTree,
LLCDEPOSITACCOUNTSUnited
States87523383LendingTree,
LLCONLINEBANKSUnited
States87523386LendingTree,
LLCCOMPARE
RATES.
EARNMORE.United
States87523393LendingTree,
LLCMAGNIFY
MONEYUnited
States87523396LendingTree,
LLCSNAPSCOREUnited
States87024367LendingTree,
LLCVANISHING
INTEREST
RATEUnited
States4778418LendingTree,
LLCSNAPCAPUnited
States4637098LendingTree,
LLCCHOOSE
WISELYUnited
States4886937
/
86552518Iron
Horse
Holdings,
LLCcomparecards.comUnited
States4413403
/
85748104Iron
Horse
Holdings,
LLCCOMPARE.
PICK.
SAVE.United
States4363212
/
85576466Iron
Horse
Holdings,
LLCCOMPARECARDSUnited
States
Iron
Horse
Holdings,
LLCLicensed Trademarks[***]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 8Copyrights and Copyright LicensesU.S. CopyrightsTitleRegistration No.ClaimantRegistration DateHorizonTXu
595-439LendingTree,
LLC12/21/1998Lend-x
websiteTX0005595188LendingTree,
LLC10/08/2002LendingTree.com
websiteTX0005595189LendingTree,
LLC10/08/2002Deposits
Online
Website
SoftwareTXu001791029LendingTree,
LLC
Deposits
Online
System
SoftwareTXu001791042LendingTree,
LLC
Snapcap.comN/ALendingTree,
LLC
Snapscore.comN/ALendingTree,
LLC
Snapcap.coN/ALendingTree,
LLC
Getsnapcap.comN/ALendingTree,
LLC
DepositAccounts.comN/ALendingTree,
LLC
OnlineBanks.comN/ALendingTree,
LLC
BankDealBlog.comN/ALendingTree,
LLC
HighYieldCheckingDeals.comN/ALendingTree,
LLC
Magnifymoney.comN/ALendingTree,
LLC
Milecards.comN/ALendingTree,
LLC
Credit
Concierge
productN/AIron
Horse
Holdings,
LLCN/AReporting
and
MarketingAttribution
SystemN/AIron
Horse
Holdings,
LLCN/ACompareCards
websiteN/AIron
Horse
Holdings,
LLCN/ACreditConcierge
websiteN/AIron
Horse
Holdings,
LLCN/AiOS
Product
(under
development)N/AIron
Horse
Holdings,
LLCN/ALicensed Copyrights – LendingTree, LLC[***]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 9Commercial Tort ClaimsNone.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.ANNEX IForm of Assumption AgreementTHIS ASSUMPTION AGREEMENT ,
dated
as
of
[_____]
(this
“
Assumption
Agreement
”),
is
made
by
[
NAME OF NEW SUBSIDIARY ],
a
[
state ofincorporation ]
[corporation]
(the
“
Additional
Grantor
”),
in
favor
of
SUNTRUST
BANK,
as
administrative
agent
(in
such
capacity,
the
“
Administrative
Agent
”)for
the
Secured
Parties
(as
defined
in
the
Guaranty
and
Security
Agreement
referred
to
below).
All
capitalized
terms
not
defined
herein
shall
have
the
meaningsassigned
to
them
in
the
Guaranty
and
Security
Agreement.WHEREAS ,
LENDINGTREE,
LLC,
a
Delaware
limited
liability
company
(the
“
Borrower
”),
LENDINGTREE,
INC.,
a
Delaware
corporation
(“
Parent
”),the
lenders
from
time
to
time
parties
thereto,
the
issuing
bank
party
thereto
and
the
Administrative
Agent
have
entered
into
that
certain
Amended
and
RestatedCredit
Agreement,
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented,
replaced,
increased,
refinanced
or
otherwise
modified
from
time
to
time,the
“
Credit
Agreement
”);WHEREAS ,
in
connection
with
the
Credit
Agreement,
the
Borrower,
Parent,
and
certain
of
the
Borrower’s
Subsidiaries
have
entered
into
that
certainAmended
and
Restated
Guaranty
and
Security
Agreement,
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented
or
otherwise
modified
from
time
totime,
the
“
Guaranty
and
Security
Agreement
”),
in
favor
of
the
Administrative
Agent
for
the
benefit
of
the
Secured
Parties;WHEREAS ,
the
Credit
Agreement
requires
the
Additional
Grantor
to
become
a
party
to
the
Guaranty
and
Security
Agreement;
andWHEREAS ,
the
Additional
Grantor
has
agreed
to
execute
and
deliver
this
Assumption
Agreement
in
order
to
become
a
party
to
the
Guaranty
and
SecurityAgreement;NOW, THEREFORE ,
it
is
agreed:SECTION 1 .
Guaranty
and
Security
Agreement
.
By
executing
and
delivering
this
Assumption
Agreement,
the
Additional
Grantor,
as
provided
in
Section10.14
of
the
Guaranty
and
Security
Agreement,
hereby
becomes
a
party
to
the
Guaranty
and
Security
Agreement
as
a
Grantor
thereunder
with
the
same
force
andeffect
as
if
originally
named
therein
as
a
Grantor
and,
without
limiting
the
generality
of
the
foregoing,
hereby
expressly
assumes
all
obligations
and
liabilities
of
aGrantor
thereunder
and
expressly
grants
to
the
Administrative
Agent,
for
the
benefit
of
the
Secured
Parties,
a
security
interest
in
all
Collateral
now
owned
or
at
anytime
hereafter
acquired
by
such
Additional
Grantor
to
secure
all
of
such
Additional
Grantor’s
obligations
and
liabilities
thereunder.
The
information
set
forth
inSchedule
A
hereto
is
hereby
added
to
the
information
set
forth
in
Schedules
1
through
9
to
the
Guaranty
and
Security
Agreement.
The
Additional
Grantor
herebyrepresents
and
warrants
that
each
of
the
representations
and
warranties
contained
in
Article
V
of
the
Guaranty
and
Security
Agreement
is
true
and
correct
on
and
asof
the
date
hereof
(after
giving
effect
to
this
Assumption
Agreement)
as
if
made
on
and
as
of
such
date.SECTION 2 .
Governing
Law
.
THIS
ASSUMPTION
AGREEMENT
SHALL
BE
GOVERNED
BY,
AND
CONSTRUED
AND
INTERPRETED
INACCORDANCE
WITH,
THE
LAW
OF
THE
STATE
OF
NEW
YORK.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.IN
WITNESS
WHEREOF,
the
undersigned
has
caused
this
Assumption
Agreement
to
be
duly
executed
and
delivered
as
of
the
date
first
above
written.[ NAME
OF
ADDITIONAL
GRANTOR
]By:




Name:Title:Acknowledged
and
Agreed
to
as
of
the
date
hereof:ADMINISTRATIVE AGENT :SUNTRUST BANKBy:
























Name:Title:Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE ASupplement to Schedules of Guaranty and Security AgreementConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.ANNEX IIForm of Intellectual Property Security AgreementTHIS [COPYRIGHT][PATENT][TRADEMARK] SECURITY AGREEMENT, dated
as
of
[_____]
(this
“
Security
Agreement
”),
is
made
by
[
NAMEOF GRANTOR ],
a
[
state of incorporation ]
[corporation]
(the
“
Grantor
”),
in
favor
of
SUNTRUST
BANK,
as
administrative
agent
(in
such
capacity,
togetherwith
its
successors
and
permitted
assigns,
the
“
Administrative
Agent
”)
for
the
Secured
Parties
(as
defined
in
the
Guaranty
and
Security
Agreement
referred
tobelow).WHEREAS ,
LENDINGTREE,
LLC,
a
Delaware
limited
liability
company
(the
“
Borrower
”),
LENDINGTREE,
INC.,
a
Delaware
corporation
(“
Parent
”),the
lenders
from
time
to
time
parties
thereto
(the
“
Lenders
”),
the
issuing
bank
party
thereto
and
the
Administrative
Agent
have
entered
into
that
certain
Amendedand
Restated
Credit
Agreement,
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented,
replaced,
increased,
refinanced
or
otherwise
modified
fromtime
to
time,
the
“
Credit
Agreement
”);WHEREAS ,
in
connection
with
the
Credit
Agreement,
the
Borrower,
Parent
and
certain
of
the
Borrower’s
Subsidiaries
have
entered
into
that
certainAmended
and
Restated
Guaranty
and
Security
Agreement,
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented
or
otherwise
modified
from
time
totime,
the
“
Guaranty
and
Security
Agreement
”),
in
favor
of
the
Administrative
Agent
for
the
benefit
of
the
Secured
Parties;
andWHEREAS ,
the
Guaranty
and
Security
Agreement
requires
the
Grantor
to
execute
and
deliver
this
Security
Agreement;NOW, THEREFORE ,
in
consideration
of
the
premises
and
in
order
to
ensure
compliance
with
the
Credit
Agreement,
the
Grantor
hereby
agrees
as
follows:SECTION 1 .




Defined
Terms
.
Capitalized
terms
used
herein
without
definition
are
used
as
defined
in
the
Guaranty
and
Security
Agreement.SECTION 2 .




Grant
of
Security
Interest
in
[Copyright][Patent][Trademark]
Collateral
.
The
Grantor,
as
collateral
security
for
the
prompt
and
completepayment
and
performance
when
due
(whether
at
stated
maturity,
by
acceleration
or
otherwise)
of
the
Secured
Obligations
of
the
Grantor,
hereby
mortgages,pledges
and
hypothecates
to
the
Administrative
Agent
for
the
benefit
of
the
Secured
Parties,
and
grants
to
the
Administrative
Agent
for
the
benefit
of
the
SecuredParties
a
Lien
on
and
security
interest
in,
all
of
its
right,
title
and
interest
in,
to
and
under
the
following
Collateral
(the
“
[Copyright][Patent][Trademark]
Collateral”):[(i)



all
of
its
Copyrights
and
all
Copyright
Licenses
providing
for
the
grant
by
or
to
the
Grantor
of
any
right
under
any
Copyright,
including,
withoutlimitation,
those
referred
to
on
Schedule
I
hereto;(ii)



all
renewals,
reversions
and
extensions
of
the
foregoing;
and(iii)



all
income,
royalties,
proceeds
and
liabilities
at
any
time
due
or
payable
or
asserted
under
and
with
respect
to
any
of
the
foregoing,
including,
withoutlimitation,
all
rights
to
sue
and
recover
at
law
or
in
equity
for
any
past,
present
and
future
infringement,
misappropriation,
dilution,
violation
or
other
impairmentthereof.][(i)



all
of
its
Patents
and
all
Patent
Licenses
providing
for
the
grant
by
or
to
the
Grantor
of
any
right
under
any
Patent,
including,
without
limitation,
thosereferred
to
on
Schedule
I
hereto;(ii)



all
reissues,
reexaminations,
continuations,
continuations-in-part,
divisions,
renewals
and
extensions
of
the
foregoing;
and(iii)



all
income,
royalties,
proceeds
and
liabilities
at
any
time
due
or
payable
or
asserted
under
and
with
respect
to
any
of
the
foregoing,
including,
withoutlimitation,
all
rights
to
sue
and
recover
at
law
or
in
equity
for
any
past,
present
and
future
infringement,
misappropriation,
dilution,
violation
or
other
impairmentthereof.][(i)



all
of
its
Trademarks
and
all
Trademark
Licenses
providing
for
the
grant
by
or
to
the
Grantor
of
any
right
under
any
Trademark,
including,
withoutlimitation,
those
referred
to
on
Schedule
I
hereto;(ii)



all
renewals
and
extensions
of
the
foregoing;(iii)



all
goodwill
of
the
business
connected
with
the
use
of,
and
symbolized
by,
each
such
Trademark;
and(iv)



all
income,
royalties,
proceeds
and
liabilities
at
any
time
due
or
payable
or
asserted
under
and
with
respect
to
any
of
the
foregoing,
including,
withoutlimitation,
all
rights
to
sue
and
recover
at
law
or
in
equity
for
any
past,
present
and
future
infringement,
misappropriation,
dilution,
violation
or
other
impairmentthereof.]SECTION 3 .




Guaranty
and
Security
Agreement
.
The
security
interest
granted
pursuant
to
this
Security
Agreement
is
granted
in
conjunction
with
thesecurity
interest
granted
to
the
Administrative
Agent
pursuant
to
the
Guaranty
and
Security
Agreement,
and
the
Grantor
hereby
acknowledges
and
agrees
that
therights
and
remedies
of
the
Administrative
Agent
with
respect
to
the
security
interest
in
the
[Copyright][Patent][Trademark]
Collateral
made
and
granted
hereby
aremore
fully
set
forth
in
the
Guaranty
and
Security
Agreement,
the
terms
and
provisions
of
which
are
incorporated
by
reference
herein
as
if
fully
set
forth
herein.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SECTION 4 .




Grantor
Remains
Liable
.
The
Grantor
hereby
agrees
that,
anything
herein
to
the
contrary
notwithstanding,
the
Grantor
shall
assume
full
andcomplete
responsibility
for
the
prosecution,
defense,
enforcement
or
any
other
necessary
or
desirable
actions
in
connection
with
its
[Copyrights][Patents][Trademarks]
and
[Copyright][Patent][Trademark]
Licenses
subject
to
a
security
interest
hereunder.SECTION 5 .




Counterparts
.
This
Security
Agreement
may
be
executed
in
any
number
of
counterparts
and
by
different
parties
in
separate
counterparts,each
of
which
when
so
executed
shall
be
deemed
to
be
an
original
and
all
of
which
taken
together
shall
constitute
one
and
the
same
agreement.
Signature
pagesmay
be
detached
from
multiple
separate
counterparts
and
attached
to
a
single
counterpart.SECTION 6 .




Governing
Law
.
This
Security
Agreement
and
the
rights
and
obligations
of
the
parties
hereto
shall
be
governed
by,
and
construed
andinterpreted
in
accordance
with,
the
law
of
the
State
of
New
York.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.IN
WITNESS
WHEREOF,
the
Grantor
has
caused
this
[Copyright][Patent][Trademark]
Security
Agreement
to
be
executed
and
delivered
by
its
dulyauthorized
officer
as
of
the
date
first
set
forth
above.[ NAME
OF
GRANTOR
]By:




Name:Title:Acknowledged
and
Agreed
to
as
of
the
date
hereof:ADMINISTRATIVE AGENT :SUNTRUST BANKBy:
























Name:Title:Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE I[Copyrights][Patents][Trademarks] and [Copyright][Patent][Trademark] LicensesI.



REGISTERED
[COPYRIGHTS][PATENTS][TRADEMARKS][Include
registration
number
and
date]II.



[COPYRIGHT][PATENT][TRADEMARK]
APPLICATIONS[Include
application
number
and
date]III.



[COPYRIGHT][PATENT][TRADEMARK]
LICENSES[Include
complete
legal
description
of
agreement
(name
of
agreement,
parties
and
date)]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.ANNEX IIIForm of SupplementTHIS SUPPLEMENT TO GUARANTY AND SECURITY AGREEMENT ,
dated
as
of
[_____]
(this
“
Supplement
”),
is
made
by
[
NAME OFGRANTOR ],
a
[
state of incorporation ]
[corporation]
(the
“
Grantor
”),
in
favor
of
SUNTRUST
BANK,
as
administrative
agent
(in
such
capacity,
the
“Administrative
Agent
”)
for
the
Secured
Parties
(as
defined
in
the
Guaranty
and
Security
Agreement
referred
to
below).
All
capitalized
terms
not
defined
hereinshall
have
the
meanings
assigned
to
them
in
the
Guaranty
and
Security
Agreement.WHEREAS ,
LENDINGTREE,
LLC,
a
Delaware
limited
liability
company
(the
“
Borrower
”),
LENDINGTREE,
INC.,
a
Delaware
corporation
(“
Parent
”),the
lenders
from
time
to
time
parties
thereto,
the
issuing
bank
party
thereto
and
the
Administrative
Agent
have
entered
into
that
certain
Amended
and
RestatedCredit
Agreement,
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented,
replaced,
increased,
refinanced
or
otherwise
modified
from
time
to
time,the
“
Credit
Agreement
”);WHEREAS ,
in
connection
with
the
Credit
Agreement,
the
Borrower,
Parent
and
certain
of
the
Borrower’s
Subsidiaries
have
entered
into
that
certainAmended
and
Restated
Guaranty
and
Security
Agreement,
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented
or
otherwise
modified
from
time
totime,
the
“
Guaranty
and
Security
Agreement
”),
in
favor
of
the
Administrative
Agent
for
the
benefit
of
the
Secured
Parties;
andWHEREAS ,
it
is
a
condition
precedent
to
the
continued
extension
of
the
Loans
and
the
continued
issuance
of
the
Letters
of
Credit
under
the
CreditAgreement
that
the
Grantor
grant
to
the
Administrative
Agent
a
security
interest
in
all
of
its
Additional
Pledged
Collateral
(as
defined
below),
and
the
Grantorwishes
to
fulfill
said
condition
precedent;NOW, THEREFORE ,
in
consideration
of
the
premises
and
in
order
to
ensure
compliance
with
the
Credit
Agreement,
the
Grantor
hereby
agrees
as
follows:SECTION 1 .




Additional
Pledge
.
As
security
for
the
payment
and
performance
of
the
Secured
Obligations,
the
Grantor
hereby:(a)



pledges,
hypothecates,
assigns,
charges,
mortgages,
delivers,
sets
over,
conveys
and
transfers
to
the
Administrative
Agent,
for
the
benefit
of
the
SecuredParties,
and
grants
to
the
Administrative
Agent,
for
the
benefit
of
the
Secured
Parties,
a
security
interest
in
all
of
the
Grantor’s
right,
title
and
interest
in
and
to:(i)



the
shares
of
Capital
Stock
and
Stock
Equivalents
more
particularly
described
in
Schedule
I
hereto
and
the
certificates,
if
any,
evidencingsuch
shares
(the
“
Additional
Pledged
Securities
”)
and
all
cash,
instruments
and
other
property
from
time
to
time
received,
receivable
or
otherwisedistributed
in
exchange
for
any
and
all
of
such
Additional
Pledged
Securities;
and(ii)



all
other
Collateral
(as
defined
in
the
Guaranty
and
Security
Agreement)
relating
to
the
Additional
Pledged
Securities
(together
with
theitems
described
in
clause
(i)
above,
the
“
Additional
Pledged
Collateral
”);
and(b)



delivers
to
the
Administrative
Agent,
for
the
benefit
of
the
Secured
Parties,
all
of
the
Grantor’s
right,
title
and
interest
in
and
to
the
certificates
andinstruments,
if
any,
evidencing
the
Additional
Pledged
Collateral,
accompanied
by
instruments
of
transfer
or
assignment,
duly
executed
in
blank.SECTION 2 .




Representations
and
Warranties
.
The
Grantor
hereby
(a)
represents
and
warrants
that
it
is
the
legal
and
beneficial
owner
of
the
AdditionalPledged
Collateral,
free
and
clear
of
any
lien,
security
interest,
option
or
other
charge
or
encumbrance
except
for
the
security
interest
created
by
the
Guaranty
andSecurity
Agreement
as
supplemented
by
this
Supplement;
and
(b)
restates
each
representation
and
warranty
set
forth
in
Article
5
of
the
Guaranty
and
SecurityAgreement,
as
supplemented
by
this
Supplement,
as
of
the
date
hereof
with
respect
to
the
Additional
Pledged
Collateral.SECTION 3 .




Additional
Pledged
Collateral
.
By
execution
and
delivery
of
this
Supplement,
the
Additional
Pledged
Collateral
shall
become
a
part
of
theCollateral
referred
to
in
the
Guaranty
and
Security
Agreement
and
shall
secure
the
Secured
Obligations
as
if
such
Additional
Pledged
Collateral
were
Collateral
onthe
Restatement
Date,
and
shall
be
subject
to
all
of
the
terms
and
conditions
governing
Collateral
under
the
Guaranty
and
Security
Agreement.
From
and
after
thedate
hereof,
Schedule
2
to
the
Guaranty
and
Security
Agreement
is
hereby
amended
to
add
the
Additional
Pledged
Collateral.SECTION 4 .




Binding
Effect
.
This
Supplement
shall
become
effective
when
it
shall
have
been
executed
by
the
Grantor
and
thereafter
shall
be
bindingupon
the
Grantor
and
shall
inure
to
the
benefit
of
the
Administrative
Agent
and
the
Secured
Parties.
Upon
the
effectiveness
of
this
Supplement,
this
Supplementshall
be
deemed
to
be
a
part
of
and
shall
be
subject
to
all
of
the
terms
and
conditions
of
the
Guaranty
and
Security
Agreement.
The
Grantor
shall
not
have
the
rightto
assign
its
rights
hereunder
or
any
interest
herein
without
the
prior
written
consent
of
the
Lenders.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SECTION 5 .




Governing
Law
.
THIS
SUPPLEMENT
AND
THE
RIGHTS
AND
OBLIGATIONS
OF
THE
PARTIES
HEREUNDER
SHALL
BECONSTRUED
IN
ACCORDANCE
WITH
AND
GOVERNED
BY
THE
LAW
(WITHOUT
GIVING
EFFECT
TO
THE
CONFLICT
OF
LAW
PRINCIPLESTHEREOF)
OF
THE
STATE
OF
NEW
YORK.SECTION 6 .




Execution
in
Counterparts
.
This
Supplement
may
be
executed
in
any
number
of
counterparts,
each
of
which
when
so
executed
shall
bedeemed
to
be
an
original
and
all
of
which
taken
together
shall
constitute
one
and
the
same
agreement.Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.IN WITNESS WHEREOF ,
the
Grantor
has
caused
this
Supplement
to
be
duly
executed
and
delivered
by
its
duly
authorized
officer
as
of
the
date
first
abovewritten.[ NAME
OF
GRANTOR
]By:




Name:Title:Acknowledged
and
Agreed
to
as
of
the
date
hereof:ADMINISTRATIVE AGENT :SUNTRUST BANKBy:
























Name:Title:Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE IAdditional Pledged SecuritiesConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.ANNEX IVForm of Acknowledgment and ConsentThe
undersigned
hereby
acknowledges
receipt
of
a
copy
of
that
certain
Amended
and
Restated
Guaranty
and
Security
Agreement,
dated
as
of
November
21,2017
(as
amended,
restated,
supplemented
or
otherwise
modified
from
time
to
time,
the
“
Agreement
”),
made
by
LENDINGTREE,
LLC,
a
Delaware
limitedliability
company,
LENDINGTREE,
INC.,
a
Delaware
corporation,
and
the
other
Grantors
parties
thereto
for
the
benefit
of
SUNTRUST
BANK,
as
administrativeagent
(the
“
Administrative
Agent
”).
The
undersigned
agrees
for
the
benefit
of
the
Administrative
Agent
and
the
Secured
Parties
defined
therein
as
follows:1.



The
undersigned
will
be
bound
by
the
terms
of
the
Agreement
relating
to
the
Pledged
Securities
issued
by
the
undersigned
and
will
comply
with
suchterms
insofar
as
such
terms
are
applicable
to
the
undersigned.2.



The
undersigned
will
notify
the
Administrative
Agent
promptly
in
writing
of
the
occurrence
of
any
of
the
events
described
in
Section
6.9(a)
of
theAgreement
with
respect
to
the
Pledged
Securities
issued
by
the
undersigned.3.



The
terms
of
Sections
7.1(c)
and
7.5
of
the
Agreement
shall
apply
to
it,
mutatis mutandis ,
with
respect
to
all
actions
that
may
be
required
of
itpursuant
to
Sections
7.1(c)
or
7.5
of
the
Agreement
with
respect
to
the
Pledged
Securities
issued
by
the
undersigned.[NAME OF ISSUER]By:




Name:Title:Address
for
Notices:[_____][_____]Attention:
[_____]Telecopy
Number:
[_____]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.EXHIBIT 2.3FORM OF NOTICE OF REVOLVING BORROWING[Date]SunTrust
Bank,as
Administrative
Agentfor
itself
and
the
Lenders
referred
to
belowAgency
Services
303
Peachtree
Street,
N.E.
/
25
th
Floor
Atlanta,
Georgia
30308
Attention:
Manager
Telecopy
Number:
(404)
495-2170E-mail:
Agency.Services@SunTrust.comLadies
and
Gentlemen:Reference
is
made
to
that
certain
Amended
and
Restated
Credit
Agreement
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented,
orotherwise
modified
from
time
to
time,
the
“
Credit
Agreement
”),
among
LendingTree,
LLC,
a
Delaware
limited
liability
company
(the
“
Borrower
”),LendingTree,
Inc.,
a
Delaware
corporation,
the
several
banks
and
other
financial
institutions
from
time
to
time
party
thereto
(collectively,
the
“
Lenders
”),
andSunTrust
Bank,
as
administrative
agent
for
itself
and
the
Lenders
(in
such
capacity,
together
with
its
successors
and
assigns,
the
“
Administrative
Agent
”).
Termsdefined
in
the
Credit
Agreement
are
used
herein
with
the
same
meanings.
This
notice
constitutes
a
Notice
of
Revolving
Borrowing,
and
the
Borrower
herebyrequests
a
Borrowing
under
the
Credit
Agreement,
and
in
connection
therewith,
the
Borrower
specifies
the
following
information
with
respect
to
the
Borrowingrequested
hereby:(a)Aggregate
principal
amount
of
Revolving
Loan
Borrowing:
___________________.(b)Date
of
Revolving
Loan
Borrowing
(which
is
a
Business
Day):
__________________.(c)Type
of
Revolving
Loan
Borrowing:
___________________.(d)In
the
case
of
a
Eurodollar
Borrowing,
initial
Interest
Period:
______________________.(e)Location
and
number
of
Borrower’s
account
to
which
proceeds
of
Revolving
Loan
Borrowing
are
to
be
disbursed:
___________________.The
Borrower
hereby
represents
and
warrants
that,
at
the
time
of
and
immediately
after
giving
effect
to
the
Revolving
Loan
Borrowing
requested
hereby:(i)



no
Default
or
Event
of
Default
exists;
and(ii)



all
representations
and
warranties
of
each
Loan
Party
set
forth
in
the
Loan
Documents
are
true
and
correct
in
all
material
respects
(other
than
thoserepresentations
and
warranties
that
are
expressly
qualified
by
a
Material
Adverse
Effect
or
other
materiality,
in
which
case
such
representations
and
warrantiesshall
be
true
and
correct
in
all
respects).[THE
REMAINDER
OF
THIS
PAGE
IS
INTENTIONALLY
LEFT
BLANK.]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Very
truly
yours,LENDINGTREE, LLCBy:



Name:Title:
Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.EXHIBIT 2.4FORM OF NOTICE OF SWINGLINE BORROWING[Date]SunTrust
Bank,as
Administrative
Agentfor
itself
and
the
Lenders
referred
to
belowAgency
Services
303
Peachtree
Street,
N.E.
/
25
th
Floor
Atlanta,
Georgia
30308
Attention:
Manager
Telecopy
Number:
(404)
495-2170E-mail:
Agency.Services@SunTrust.comLadies
and
Gentlemen:Reference
is
made
to
that
certain
Amended
and
Restated
Credit
Agreement
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented,
orotherwise
modified
from
time
to
time,
the
“
Credit
Agreement
”),
among
LendingTree,
LLC,
a
Delaware
limited
liability
company
(the
“
Borrower
”),LendingTree,
Inc.,
a
Delaware
corporation,
the
several
banks
and
other
financial
institutions
from
time
to
time
party
thereto
(collectively,
the
“
Lenders
”),
andSunTrust
Bank,
as
administrative
agent
for
itself
and
the
Lenders
(in
such
capacity,
together
with
its
successors
and
assigns,
the
“
Administrative
Agent
”).
Termsdefined
in
the
Credit
Agreement
are
used
herein
with
the
same
meanings.
This
notice
constitutes
a
Notice
of
Swingline
Borrowing,
and
the
Borrower
herebyrequests
a
Swingline
Borrowing
under
the
Credit
Agreement,
and
in
that
connection
the
Borrower
specifies
the
following
information
with
respect
to
the
SwinglineBorrowing
requested
hereby:(a)Principal
amount
of
Swingline
Loan:
____________________.(b)Date
of
Swingline
Loan
(which
is
a
Business
Day)
____________________.(c)Location
and
number
of
Borrower’s
account
to
which
proceeds
of
the
Swingline
Loan
requested
hereby
are
to
be
disbursed:____________________.The
Borrower
hereby
represents
and
warrants
that,
at
the
time
of
and
immediately
after
giving
effect
to
the
Swingline
Loan
requested
hereby:(i)



no
Default
or
Event
of
Default
exists;
and(ii)



all
representations
and
warranties
of
each
Loan
Party
set
forth
in
the
Loan
Documents
are
true
and
correct
in
all
material
respects
(other
than
thoserepresentations
and
warranties
that
are
expressly
qualified
by
a
Material
Adverse
Effect
or
other
materiality,
in
which
case
such
representations
and
warrantiesshall
be
true
and
correct
in
all
respects).[THE
REMAINDER
OF
THIS
PAGE
IS
INTENTIONALLY
LEFT
BLANK.]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Very
truly
yours,LENDINGTREE, LLCBy:



Name:Title:Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.EXHIBIT 2.7FORM OF NOTICE OF CONTINUATION/CONVERSION[Date]SunTrust
Bank,as
Administrative
Agentfor
itself
and
the
Lenders
referred
to
belowAgency
Services
303
Peachtree
Street,
N.E.
/
25
th
Floor
Atlanta,
Georgia
30308
Attention:
Manager
Telecopy
Number:
(404)
495-2170E-mail:
Agency.Services@SunTrust.comLadies
and
Gentlemen:Reference
is
made
to
that
certain
Amended
and
Restated
Credit
Agreement
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented,
orotherwise
modified
from
time
to
time,
the
“
Credit
Agreement
”),
among
LendingTree,
LLC,
a
Delaware
limited
liability
company
(the
“
Borrower
”),LendingTree,
Inc.,
a
Delaware
corporation,
the
several
banks
and
other
financial
institutions
from
time
to
time
party
thereto
(collectively,
the
“
Lenders
”),
andSunTrust
Bank,
as
administrative
agent
for
itself
and
the
Lenders
(in
such
capacity,
together
with
its
successors
and
assigns,
the
“
Administrative
Agent
”).
Termsdefined
in
the
Credit
Agreement
are
used
herein
with
the
same
meanings.
This
notice
constitutes
a
Notice
of
Conversion/Continuation,
and
the
Borrower
herebyrequests
the
conversion
or
continuation
of
a
Revolving
Loan
Borrowing
under
the
Credit
Agreement,
and
in
that
connection
the
Borrower
specifies
the
followinginformation
with
respect
to
the
Revolving
Loan
Borrowing
to
be
converted
or
continued
as
requested
hereby:(a)Revolving
Loan
Borrowing
to
which
this
request
applies:
______________________.(b)Principal
amount
of
Revolving
Loan
Borrowing
to
be
converted/continued:
______________________.(c)Effective
date
of
election
(which
is
a
Business
Day):
______________________.(d)Type
of
resulting
Borrowing:
______________________.(e)If
the
resulting
Borrowing
is
a
Eurodollar
Borrowing,
initial
Interest
Period:
______________________.[THE
REMAINDER
OF
THIS
PAGE
IS
INTENTIONALLY
LEFT
BLANK.]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.Very
truly
yours,LENDINGTREE, LLCBy:



Name:Title:Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.EXHIBIT 2.20AU.S. TAX COMPLIANCE CERTIFICATE(For
Foreign
Lenders
That
Are
Not
Partnerships
For
U.S.
Federal
Income
Tax
Purposes)Reference
is
hereby
made
to
the
Amended
and
Restated
Credit
Agreement
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented,or
otherwise
modified
from
time
to
time,
the
“
Credit
Agreement
”),
among
LendingTree,
LLC,
a
Delaware
limited
liability
company
(the
“
Borrower
”),LendingTree,
Inc.,
a
Delaware
corporation,
the
several
banks
and
other
financial
institutions
from
time
to
time
party
thereto
(collectively,
the
“
Lenders
”),
andSunTrust
Bank,
as
administrative
agent
for
itself
and
the
Lenders
(in
such
capacity,
together
with
its
successors
and
assigns,
the
“
Administrative
Agent
”).Pursuant
to
the
provisions
of
Section
2.20
of
the
Credit
Agreement,
the
undersigned
hereby
certifies
that
(i)
it
is
the
sole
record
and
beneficialowner
of
the
Loan(s)
(as
well
as
any
note(s)
evidencing
such
Loan(s))
in
respect
of
which
it
is
providing
this
certificate,
(ii)
it
is
not
a
bank
within
the
meaning
ofSection
881(c)(3)(A)
of
the
Code,
(iii)
it
is
not
a
ten
percent
shareholder
of
the
Borrower
within
the
meaning
of
Section
871(h)(3)(B)
of
the
Code
and
(iv)
it
is
not
acontrolled
foreign
corporation
related
to
the
Borrower
as
described
in
Section
881(c)(3)(C)
of
the
Code.The
undersigned
has
furnished
the
Administrative
Agent
and
the
Borrower
with
a
certificate
of
its
non-U.S.
Person
status
on
IRS
Form
W-8BEN
or
IRS
Form
W-8BEN-E,
as
applicable.
By
executing
this
certificate,
the
undersigned
agrees
that
(1)
if
the
information
provided
on
this
certificate
changes,the
undersigned
shall
promptly
so
inform
the
Borrower
and
the
Administrative
Agent,
and
(2)
the
undersigned
shall
have
at
all
times
furnished
the
Borrower
andthe
Administrative
Agent
with
a
properly
completed
and
currently
effective
certificate
in
either
the
calendar
year
in
which
each
payment
is
to
be
made
to
theundersigned,
or
in
either
of
the
two
calendar
years
preceding
such
payments.Unless
otherwise
defined
herein,
terms
defined
in
the
Credit
Agreement
and
used
herein
shall
have
the
meanings
given
to
them
in
the
CreditAgreement.[NAME
OF
LENDER]By:




Name:
Title:Date:
________
__,
20[
]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.EXHIBIT 2.20BU.S. TAX COMPLIANCE CERTIFICATE(For
Foreign
Participants
That
Are
Not
Partnerships
For
U.S.
Federal
Income
Tax
Purposes)Reference
is
hereby
made
to
the
Amended
and
Restated
Credit
Agreement
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented,or
otherwise
modified
from
time
to
time,
the
“
Credit
Agreement
”),
among
LendingTree,
LLC,
a
Delaware
limited
liability
company
(the
“
Borrower
”),LendingTree,
Inc.,
a
Delaware
corporation,
the
several
banks
and
other
financial
institutions
from
time
to
time
party
thereto
(collectively,
the
“
Lenders
”),
andSunTrust
Bank,
as
administrative
agent
for
itself
and
the
Lenders
(in
such
capacity,
together
with
its
successors
and
assigns,
the
“
Administrative
Agent
”).Pursuant
to
the
provisions
of
Section
2.20
of
the
Credit
Agreement,
the
undersigned
hereby
certifies
that
(i)
it
is
the
sole
record
and
beneficialowner
of
the
participation
in
respect
of
which
it
is
providing
this
certificate,
(ii)
it
is
not
a
bank
within
the
meaning
of
Section
881(c)(3)(A)
of
the
Code,
(iii)
it
isnot
a
ten
percent
shareholder
of
the
Borrower
within
the
meaning
of
Section
871(h)(3)(B)
of
the
Code,
and
(iv)
it
is
not
a
controlled
foreign
corporation
related
tothe
Borrower
as
described
in
Section
881(c)(3)(C)
of
the
Code.The
undersigned
has
furnished
its
participating
Lender
with
a
certificate
of
its
non-U.S.
Person
status
on
IRS
Form
W-8BEN
or
IRS
Form
W-8BEN-E,
as
applicable.
By
executing
this
certificate,
the
undersigned
agrees
that
(1)
if
the
information
provided
on
this
certificate
changes,
the
undersigned
shallpromptly
so
inform
such
Lender
in
writing,
and
(2)
the
undersigned
shall
have
at
all
times
furnished
such
Lender
with
a
properly
completed
and
currently
effectivecertificate
in
either
the
calendar
year
in
which
each
payment
is
to
be
made
to
the
undersigned,
or
in
either
of
the
two
calendar
years
preceding
such
payments.Unless
otherwise
defined
herein,
terms
defined
in
the
Credit
Agreement
and
used
herein
shall
have
the
meanings
given
to
them
in
the
CreditAgreement.[NAME
OF
PARTICIPANT]By:




Name:
Title:Date:
________
__,
20[
]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.EXHIBIT 2.20CU.S. TAX COMPLIANCE CERTIFICATE(For
Foreign
Participants
That
Are
Partnerships
For
U.S.
Federal
Income
Tax
Purposes)Reference
is
hereby
made
to
the
Amended
and
Restated
Credit
Agreement
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented,or
otherwise
modified
from
time
to
time,
the
“
Credit
Agreement
”),
among
LendingTree,
LLC,
a
Delaware
limited
liability
company
(the
“
Borrower
”),LendingTree,
Inc.,
a
Delaware
corporation,
the
several
banks
and
other
financial
institutions
from
time
to
time
party
thereto
(collectively,
the
“
Lenders
”),
andSunTrust
Bank,
as
administrative
agent
for
itself
and
the
Lenders
(in
such
capacity,
together
with
its
successors
and
assigns,
the
“
Administrative
Agent
”).Pursuant
to
the
provisions
of
Section
2.20
of
the
Credit
Agreement,
the
undersigned
hereby
certifies
that
(i)
it
is
the
sole
record
owner
of
theparticipation
in
respect
of
which
it
is
providing
this
certificate,
(ii)
its
direct
or
indirect
partners/members
are
the
sole
beneficial
owners
of
such
participation,
(iii)with
respect
such
participation,
neither
the
undersigned
nor
any
of
its
direct
or
indirect
partners/members
is
a
bank
extending
credit
pursuant
to
a
loan
agreemententered
into
in
the
ordinary
course
of
its
trade
or
business
within
the
meaning
of
Section
881(c)(3)(A)
of
the
Code,
(iv)
none
of
its
direct
or
indirectpartners/members
is
a
ten
percent
shareholder
of
the
Borrower
within
the
meaning
of
Section
871(h)(3)(B)
of
the
Code
and
(v)
none
of
its
direct
or
indirectpartners/members
is
a
controlled
foreign
corporation
related
to
the
Borrower
as
described
in
Section
881(c)(3)(C)
of
the
Code.The
undersigned
has
furnished
its
participating
Lender
with
IRS
Form
W-8IMY
accompanied
by
one
of
the
following
forms
from
each
of
itspartners/members
that
is
claiming
the
portfolio
interest
exemption:
(i)
an
IRS
Form
W-8BEN,
(ii)
IRS
Form
W-8BEN-E
or
(iii)
an
IRS
Form
W-8IMYaccompanied
by
an
IRS
Form
W-8BEN
from
each
of
such
partner’s/member’s
beneficial
owners
that
is
claiming
the
portfolio
interest
exemption.
By
executingthis
certificate,
the
undersigned
agrees
that
(1)
if
the
information
provided
on
this
certificate
changes,
the
undersigned
shall
promptly
so
inform
such
Lender
and(2)
the
undersigned
shall
have
at
all
times
furnished
such
Lender
with
a
properly
completed
and
currently
effective
certificate
in
either
the
calendar
year
in
whicheach
payment
is
to
be
made
to
the
undersigned,
or
in
either
of
the
two
calendar
years
preceding
such
payments.Unless
otherwise
defined
herein,
terms
defined
in
the
Credit
Agreement
and
used
herein
shall
have
the
meanings
given
to
them
in
the
CreditAgreement.[NAME
OF
PARTICIPANT]By:




Name:
Title:Date:
________
__,
20[
]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.EXHIBIT 2.20DU.S. TAX COMPLIANCE CERTIFICATE(For
Foreign
Lenders
That
Are
Partnerships
For
U.S.
Federal
Income
Tax
Purposes)Reference
is
hereby
made
to
the
Amended
and
Restated
Credit
Agreement
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented,or
otherwise
modified
from
time
to
time,
the
“
Credit
Agreement
”),
among
LendingTree,
LLC,
a
Delaware
limited
liability
company
(the
“
Borrower
”),LendingTree,
Inc.,
a
Delaware
corporation,
the
several
banks
and
other
financial
institutions
from
time
to
time
party
thereto
(collectively,
the
“
Lenders
”),
andSunTrust
Bank,
as
administrative
agent
for
itself
and
the
Lenders
(in
such
capacity,
together
with
its
successors
and
assigns,
the
“
Administrative
Agent
”).Pursuant
to
the
provisions
of
Section
2.20
of
the
Credit
Agreement,
the
undersigned
hereby
certifies
that
(i)
it
is
the
sole
record
owner
of
theLoan(s)
(as
well
as
any
note(s)
evidencing
such
Loan(s))
in
respect
of
which
it
is
providing
this
certificate,
(ii)
its
direct
or
indirect
partners/members
are
the
solebeneficial
owners
of
such
Loan(s)
(as
well
as
any
note(s)
evidencing
such
Loan(s)),
(iii)
with
respect
to
the
extension
of
credit
pursuant
to
this
Credit
Agreement
orany
other
Loan
Document,
neither
the
undersigned
nor
any
of
its
direct
or
indirect
partners/members
is
a
bank
extending
credit
pursuant
to
a
loan
agreemententered
into
in
the
ordinary
course
of
its
trade
or
business
within
the
meaning
of
Section
881(c)(3)(A)
of
the
Code,
(iv)
none
of
its
direct
or
indirectpartners/members
is
a
ten
percent
shareholder
of
the
Borrower
within
the
meaning
of
Section
871(h)(3)(B)
of
the
Code
and
(v)
none
of
its
direct
or
indirectpartners/members
is
a
controlled
foreign
corporation
related
to
the
Borrower
as
described
in
Section
881(c)(3)(C)
of
the
Code.The
undersigned
has
furnished
the
Administrative
Agent
and
the
Borrower
with
IRS
Form
W-8IMY
accompanied
by
one
of
the
following
formsfrom
each
of
its
partners/members
that
is
claiming
the
portfolio
interest
exemption:
(i)
an
IRS
Form
W-8BEN,
(ii)
IRS
Form
W-8BEN-E
or
(iii)
an
IRS
Form
W-8IMY
accompanied
by
an
IRS
Form
W-8BEN
or
IRS
Form
W-8BEN-E,
as
applicable,
from
each
of
such
partner’s/member’s
beneficial
owners
that
is
claimingthe
portfolio
interest
exemption.
By
executing
this
certificate,
the
undersigned
agrees
that
(1)
if
the
information
provided
on
this
certificate
changes,
theundersigned
shall
promptly
so
inform
the
Borrower
and
the
Administrative
Agent,
and
(2)
the
undersigned
shall
have
at
all
times
furnished
the
Borrower
and
theAdministrative
Agent
with
a
properly
completed
and
currently
effective
certificate
in
either
the
calendar
year
in
which
each
payment
is
to
be
made
to
theundersigned,
or
in
either
of
the
two
calendar
years
preceding
such
payments.Unless
otherwise
defined
herein,
terms
defined
in
the
Credit
Agreement
and
used
herein
shall
have
the
meanings
given
to
them
in
the
CreditAgreement.[NAME
OF
LENDER]By:




Name:
Title:Date:
________
__,
20[
]
Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.EXHIBIT 5.1(c)FORM OF COMPLIANCE CERTIFICATE[Date]To:SunTrust
Bank,
as
Administrative
Agent
3333
Peachtree
Road,
N.E.
7th
Floor
Atlanta,
Georgia
30326
Attention:
Cynthia
Burton
Telecopy
Number:
(404)
926-5173
E-mail:
Cynthia.Burton@SunTrust.comLadies
and
Gentlemen:Reference
is
made
to
that
certain
Amended
and
Restated
Credit
Agreement
dated
as
of
November
21,
2017
(as
amended,
restated,
supplemented,
orotherwise
modified
from
time
to
time,
the
“
Credit
Agreement
”),
among
LendingTree,
LLC,
a
Delaware
limited
liability
company
(the
“
Borrower
”),LendingTree,
Inc.,
a
Delaware
corporation
(“
Parent
”),
the
several
banks
and
other
financial
institutions
from
time
to
time
party
thereto
(collectively,
the
“
Lenders”),
and
SunTrust
Bank,
as
administrative
agent
for
itself
and
the
Lenders
(in
such
capacity,
together
with
its
successors
and
assigns,
the
“
Administrative
Agent
”).Capitalized
terms
used
herein
and
not
otherwise
defined
shall
have
the
meanings
assigned
to
such
terms
in
the
Credit
Agreement.The
undersigned,
acting
as
the
chief
financial
officer
of
Parent,
does
hereby
certify
to
the
Administrative
Agent
and
each
Lender
as
follows:1.



The
consolidated
financial
statements
of
Parent
and
its
Subsidiaries
attached
hereto
as
Schedule
1
for
the
fiscal
[
quarter ]
[
year ]
ending____________________
(the
“
Testing
Date
”)
fairly
present
in
all
material
respects
the
financial
condition
of
Parent
and
its
Subsidiaries
as
at
the
end
of
suchfiscal
[
quarter ]
[
year ]
on
a
consolidated
basis,
and
the
related
statements
of
income
and
cash
flows
of
Parent
and
its
Subsidiaries
for
such
fiscal
[
quarter ]
[
year],
in
accordance
with
GAAP
consistently
applied
(subject,
in
the
case
of
such
quarterly
financial
statements,
to
normal
year-end
audit
adjustments
and
the
absenceof
footnotes).2.



The
calculations
set
forth
on
Schedule
2
attached
hereto
are
computations
of
the
financial
covenant
set
forth
in
Article
VI
of
the
Credit
Agreementcalculated
from
the
financial
statements
referenced
in
Section
1
above
in
accordance
with
the
terms
of
the
Credit
Agreement.3.



No
Default
or
Event
of
Default
is
in
existence
[
except as set forth on Schedule 3 attached hereto (which schedule specifies the details thereof and theaction, if any, which Parent and its Subsidiaries have taken or propose to take with respect thereto) ].4.



As
of
the
Testing
Date,
[
there has been no change in the identity of the Subsidiaries as of the end of such Fiscal Year or Fiscal Quarter from theSubsidiaries identified to the Lenders on the Restatement Date or as of the most recent Fiscal Year or Fiscal Quarter, as the case may be ]
[
there has been achange in the identity of the Subsidiaries as of the end of such Fiscal Year or Fiscal Quarter from the Subsidiaries identified to the Lenders on the RestatementDate or as of the most recent Fiscal Year or Fiscal Quarter, as the case may be, and any such changes are set forth on Schedule 4 attached hereto ].5.



As
of
the
Testing
Date,
[there has been no change in GAAP or the application thereof since the date of the most recently delivered audited financialstatements of Parent and its Subsidiaries] [there has been a change in GAAP or the application thereof since the date of the most recently delivered auditedfinancial statements of Parent and its Subsidiaries, and any such changes are set forth on Schedule 5 attached hereto (which schedule also specifies the effect ofsuch change on the financial statements accompanying this Compliance Certificate)] .6.




[During the Fiscal Quarter ending on the Testing Date, [INSERT NAME OF APPLICABLE LOAN PARTY] filed an application for the registrationof the [COPYRIGHTS][PATENTS][TRADEMARKS] set forth on Schedule 6 attached heretoConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.with the [UNITED STATES COPYRIGHT OFFICE][UNITED STATES PATENT AND TRADEMARK OFFICE][OTHER SIMILAR FOREIGN OFFICE ORAGENCY].][THE
REMAINDER
OF
THIS
PAGE
IS
INTENTIONALLY
LEFT
BLANK.]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.



















PARENT:LENDINGTREE, INC.By:




























Name:



Title:



Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 1Financial
StatementsConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.SCHEDULE 2Financial
Covenant
CalculationsConfidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.[ SCHEDULE 3Defaults and Events of Default]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.[ SCHEDULE 4Changes
to
Subsidiaries]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.[ SCHEDULE 5Changes
to
GAAP]Confidential
portions
of
this
document
have
been
redacted
and
filed
separately
with
the
Commission.[ SCHEDULE 6New
Registered
Copyrights,
Patents
or
Trademarks]Exhibit 21.1SUBSIDIARIES OF LENDINGTREE, INC.NameJurisdiction ofFormationLendingTree,
LLCDETree.com
BU
Holding
Company,
Inc.DEDegreeTree,
Inc.DEIron
Horse
Holdings,
LLCDERexford
Office
Holdings,
LLCDEHome
Loan
Center,
Inc.CAHLC
Escrow,
Inc.CALT
Real
Estate,
Inc.DELT
India
Holding
Company,
LLCDEExhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe
hereby
consent
to
the
incorporation
by
reference
in
the
Registration
Statement
on
Form
S-3
(No.
333-207718)
and
on
Form
S-8
(No.
333-197952,
No.
333-182670
and
No.
333-218747)
of
LendingTree,
Inc.
of
our
report
dated
February
26,
2018
relating
to
the
financial
statements
and
the
effectiveness
of
internalcontrol
over
financial
reporting,
which
appears
in
this
Form
10-K./s/
PricewaterhouseCoopers
LLPCharlotte,
North
CarolinaFebruary
26,
2018Exhibit 31.1CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICERPURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a) OF THESECURITIES EXCHANGE ACT OF 1934,AS ADOPTED PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I,
Douglas
R.
Lebda,
certify
that:1.



I
have
reviewed
this
annual
report
on
Form
10-K
for
the
period
ended
December
31,
2017
of
LendingTree,
Inc.;2.Based
on
my
knowledge,
this
report
does
not
contain
any
untrue
statement
of
a
material
fact
or
omit
to
state
a
material
fact
necessary
to
make
thestatements
made,
in
light
of
the
circumstances
under
which
such
statements
were
made,
not
misleading
with
respect
to
the
period
covered
by
this
report;3.Based
on
my
knowledge,
the
financial
statements,
and
other
financial
information
included
in
this
report,
fairly
present
in
all
material
respects
thefinancial
condition,
results
of
operations
and
cash
flows
of
the
registrant
as
of,
and
for,
the
periods
presented
in
this
report;4.The
registrant's
other
certifying
officer(s)
and
I
are
responsible
for
establishing
and
maintaining
disclosure
controls
and
procedures
(as
defined
inExchange
Act
Rules
13a-15(e)
and
15d-15(e))
and
internal
control
over
financial
reporting
(as
defined
in
Exchange
Act
Rules
13a-15(f)
and
15d-15(f))for
the
registrant
and
have:a)Designed
such
disclosure
controls
and
procedures,
or
caused
such
disclosure
controls
and
procedures
to
be
designed
under
our
supervision,
toensure
that
material
information
relating
to
the
registrant,
including
its
consolidated
subsidiaries,
is
made
known
to
us
by
others
within
thoseentities,
particularly
during
the
period
in
which
this
report
is
being
prepared;b)Designed
such
internal
control
over
financial
reporting,
or
caused
such
internal
control
over
financial
reporting
to
be
designed
under
oursupervision,
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
the
preparation
of
financial
statements
forexternal
purposes
in
accordance
with
generally
accepted
accounting
principles;c)Evaluated
the
effectiveness
of
the
registrant's
disclosure
controls
and
procedures
and
presented
in
this
report
our
conclusions
about
theeffectiveness
of
the
disclosure
controls
and
procedures,
as
of
the
end
of
the
period
covered
by
this
report
based
on
such
evaluation;
andd)Disclosed
in
this
report
any
change
in
the
registrant's
internal
control
over
financial
reporting
that
occurred
during
the
registrant's
most
recentfiscal
quarter
(the
registrant's
fourth
fiscal
quarter
in
the
case
of
an
annual
report)
that
has
materially
affected,
or
is
reasonably
likely
tomaterially
affect,
the
registrant's
internal
control
over
financial
reporting;
and5.The
registrant's
other
certifying
officer(s)
and
I
have
disclosed,
based
on
our
most
recent
evaluation
of
internal
control
over
financial
reporting,
to
theregistrant's
auditors
and
the
audit
committee
of
the
registrant's
board
of
directors
(or
persons
performing
the
equivalent
functions):a)All
significant
deficiencies
and
material
weaknesses
in
the
design
or
operation
of
internal
control
over
financial
reporting
which
are
reasonablylikely
to
adversely
affect
the
registrant's
ability
to
record,
process,
summarize
and
report
financial
information;
andb)Any
fraud,
whether
or
not
material,
that
involves
management
or
other
employees
who
have
a
significant
role
in
the
registrant's
internal
controlover
financial
reporting.Dated:
February
26,
2018  /s/ DOUGLAS R. LEBDA

Douglas
R.
Lebda

Chairman and Chief Executive Officer(principal executive officer)Exhibit 31.2CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICERPURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a) OF THESECURITIES EXCHANGE ACT OF 1934,AS ADOPTED PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I,
J.D.
Moriarty,
certify
that:1.I
have
reviewed
this
annual
report
on
Form
10-K
for
the
period
ended
December
31,
2017
of
LendingTree,
Inc.;2.Based
on
my
knowledge,
this
report
does
not
contain
any
untrue
statement
of
a
material
fact
or
omit
to
state
a
material
fact
necessary
to
make
thestatements
made,
in
light
of
the
circumstances
under
which
such
statements
were
made,
not
misleading
with
respect
to
the
period
covered
by
this
report;3.Based
on
my
knowledge,
the
financial
statements,
and
other
financial
information
included
in
this
report,
fairly
present
in
all
material
respects
thefinancial
condition,
results
of
operations
and
cash
flows
of
the
registrant
as
of,
and
for,
the
periods
presented
in
this
report;4.The
registrant's
other
certifying
officer(s)
and
I
are
responsible
for
establishing
and
maintaining
disclosure
controls
and
procedures
(as
defined
inExchange
Act
Rules
13a-15(e)
and
15d-15(e))
and
internal
control
over
financial
reporting
(as
defined
in
Exchange
Act
Rules
13a-15(f)
and
15d-15(f))for
the
registrant
and
have:a)Designed
such
disclosure
controls
and
procedures,
or
caused
such
disclosure
controls
and
procedures
to
be
designed
under
our
supervision,
toensure
that
material
information
relating
to
the
registrant,
including
its
consolidated
subsidiaries,
is
made
known
to
us
by
others
within
thoseentities,
particularly
during
the
period
in
which
this
report
is
being
prepared;b)Designed
such
internal
control
over
financial
reporting,
or
caused
such
internal
control
over
financial
reporting
to
be
designed
under
oursupervision,
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
the
preparation
of
financial
statements
forexternal
purposes
in
accordance
with
generally
accepted
accounting
principles;c)Evaluated
the
effectiveness
of
the
registrant's
disclosure
controls
and
procedures
and
presented
in
this
report
our
conclusions
about
theeffectiveness
of
the
disclosure
controls
and
procedures,
as
of
the
end
of
the
period
covered
by
this
report
based
on
such
evaluation;
andd)Disclosed
in
this
report
any
change
in
the
registrant's
internal
control
over
financial
reporting
that
occurred
during
the
registrant's
most
recentfiscal
quarter
(the
registrant's
fourth
fiscal
quarter
in
the
case
of
an
annual
report)
that
has
materially
affected,
or
is
reasonably
likely
tomaterially
affect,
the
registrant's
internal
control
over
financial
reporting;
and5.The
registrant's
other
certifying
officer(s)
and
I
have
disclosed,
based
on
our
most
recent
evaluation
of
internal
control
over
financial
reporting,
to
theregistrant's
auditors
and
the
audit
committee
of
the
registrant's
board
of
directors
(or
persons
performing
the
equivalent
functions):a)All
significant
deficiencies
and
material
weaknesses
in
the
design
or
operation
of
internal
control
over
financial
reporting
which
are
reasonablylikely
to
adversely
affect
the
registrant's
ability
to
record,
process,
summarize
and
report
financial
information;
andb)Any
fraud,
whether
or
not
material,
that
involves
management
or
other
employees
who
have
a
significant
role
in
the
registrant's
internal
controlover
financial
reporting.Dated:
February
26,
2018  /s/ J.D. MORIARTY

J.D.
Moriarty

Chief Financial Officer(principal financial officer)Exhibit 32.1CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICERPURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002I,
Douglas
R.
Lebda,
certify,
pursuant
to
18
U.S.C.
Section
1350,
as
adopted
pursuant
to
Section
906
of
the
Sarbanes-Oxley
Act
of
2002,
that
to
myknowledge:(1)the
Annual
Report
on
Form
10-K
for
the
fiscal
year
ended
December
31,
2017
of
LendingTree,
Inc.
(the
"Report")
which
this
statement
accompanies
fullycomplies
with
the
requirements
of
Section
13(a)
or
15(d)
of
the
Securities
Exchange
Act
of
1934
(15
U.S.C.
78m
or
78o(d));
and(2)the
information
contained
in
the
Report
fairly
presents,
in
all
material
respects,
the
financial
condition
and
results
of
operations
of
LendingTree,
Inc.



Dated:February
26,
2018
/s/ DOUGLAS R. LEBDA  


Douglas
R.
Lebda

Chairman and Chief Executive Officer(principal executive officer)Exhibit 32.2CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICERPURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002I,
J.D.
Moriarty,
certify,
pursuant
to
18
U.S.C.
Section
1350,
as
adopted
pursuant
to
Section
906
of
the
Sarbanes-Oxley
Act
of
2002,
that
to
my
knowledge:(1)the
Annual
Report
on
Form
10-K
for
the
fiscal
year
ended
December
31,
2017
of
LendingTree,
Inc.
(the
"Report")
which
this
statement
accompanies
fullycomplies
with
the
requirements
of
Section
13(a)
or
15(d)
of
the
Securities
Exchange
Act
of
1934
(15
U.S.C.
78m
or
78o(d));
and(2)the
information
contained
in
the
Report
fairly
presents,
in
all
material
respects,
the
financial
condition
and
results
of
operations
of
LendingTree,
Inc.



Dated:February
26,
2018
/s/ J.D. MORIARTY


J.D.
Moriarty

Chief Financial Officer(principal financial officer)