ServiceMagic 2012 Annual Report Download - page 301

on asserted on or attributable to amounts payable under this Section 2.14) and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by
the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall
be entitled to contest with the relevant Governmental Authority, pursuant to applicable law and at its own expense, any Indemnified
Taxes or Other Taxes that it is ultimately obligated to pay, and the Administrative Agent or Lender shall reasonably cooperate with
any such contest so long as such cooperation would not, in the sole reasonable determination of the Administrative Agent or
Lender, result in any additional unreimbursed costs or expenses or be otherwise disadvantageous to the Administrative Agent or
such Lender. This Section shall not be construed to require the Administrative Agent or Lender to make available its tax returns (or
any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.
(d)
As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a
Governmental Authority, the Borrower shall deliver to the Administrative Agent a copy, or if reasonably available to the Borrower
a certified copy, of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e)
(i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax with respect to
any payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times
reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation
reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or
at a reduced rate of withholding.
(ii) Without limiting the generality of the foregoing,
(A)
any Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code shall
deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), properly executed originals of IRS Form W19 certifying that such Lender is exempt from U.S. federal backup
withholding tax;
(B) any Lender that is not described in clause (1) above (a “Non-U.S. Lender”) shall, to the extent it is legally
eligible to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by
the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time
to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is
applicable to establish such Non-U.S. Lender’s entitlement to a reduced rate of, or exemption from, withholding:
(1) properly executed originals of IRS Form W18BEN establishing an exemption from, or reduction of,
U.S. federal withholding Tax pursuant to an income tax treaty to which the United States is a party;
(2)
properly executed originals of IRS Form W18ECI;
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