ServiceMagic 2012 Annual Report Download - page 375

Annex 1 to
Subsidiary Guarantee Agreement
ASSUMPTION AGREEMENT, dated as of ________________, 20__, made by
______________________________ (the
“ Additional Guarantor ”), in favor of JPMorgan Chase Bank, N.A., as collateral agent
(in such capacity, the “ Collateral Agent ”) for the banks and other financial institutions or entities (the “ Lenders ”) parties to the
Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in the
Subsidiary Guarantee Agreement referred to below.
W I T N E S S E T H :
WHEREAS, IAC/InterActiveCorp (the “ Borrower ”), the Lenders, the Administrative Agent and certain other
parties have entered into a Credit Agreement, dated as of December 21, 2012 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “ Credit Agreement ”);
WHEREAS, in connection with the Credit Agreement, certain subsidiaries of the Borrower(other than the
Additional Guarantor) have entered into the Subsidiary Guarantee Agreement, dated as of December 21, 2012 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the “ Subsidiary Guarantee Agreement ”),
in favor of
the Collateral Agent for the ratable benefit of the Secured Parties;
WHEREAS, the Credit Agreement requires the Additional Guarantor to become a party to the Subsidiary
Guarantee Agreement or the Additional Guarantor has elected to become a party to the Subsidiary Guarantee Agreement; and
WHEREAS, the Additional Guarantor has agreed to execute and deliver this Assumption Agreement in order to become a party to
the Subsidiary Guarantee Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Subsidiary Guarantee Agreement . By executing and delivering this Assumption Agreement, the Additional
Guarantor, as provided in Section 4.14 of the Subsidiary Guarantee Agreement, hereby becomes a party to the Subsidiary
Guarantee Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and,
without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder.
2. Governing Law . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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