Subordinated Loan Facility will contain events of default for non-payment, the occurrence of a change of control (which will include if IAC and certain permitted holders do not hold at least a majority of the aggregate voting power of all classes of our voting stock) and the occurrence of any event of default under the Credit Agreement or the New Indenture. Policies and procedures regarding related party transactions Prior to completion of this offering, our board of directors will adopt a written policy governing the approval of related party transactions that complies with all applicable requirements of the SEC and the Marketplace Rules concerning related party transactions. For purposes of this policy, consistent with the Marketplace Rules, the terms -related person' and 'transaction' will be determined by reference to Item 4O4(a) of Regulation S-K under the Securities Act, or Item 404. Our management will be required to determine whether any proposed transaction, arrangement or relationship with a related person falls within the definition of "transaction" set forth In Item 4O4, and if so, review such transaction with the Audit Committee. In connection with such determinations, our management and the Audit Committee will consider. (i) the parties to the transaction and the nature of their affiliation with us and the related person, (II) the dollar amount involved in the transaction, (id) the material terms of the transaction, Including whether the terms of the transaction are ordinary course and or otherwise negotiated at arm's length, (iv) whether the transaction m material, on a quantitative andror qualitative basis, to us andtr the related person and (v) any other facts and circumstances that our management or the Audit Committee deems appropriate. 148 Table of Content‘ Certain material United States federal income tax considerations for non-U.S. holders The following is a general discussion of material U.S. federal income tax considerations w