ServiceMagic 2012 Annual Report Download - page 302

(3) (x) executed originals of a certificate substantially in the form of Exhibit G-1 to the effect that such
Non-U.S. Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
corporation” described in Section 881(c)(3)(C) of the Code, and that no payments to be received by such Lender
will be effectively connected income (a “ U.S. Tax Compliance Certificate ”) and (y) properly executed originals
of IRS Form W18BEN; or
(4)
properly executed originals of IRS Form W18IMY, accompanied by properly executed IRS Form
W18ECI, IRS Form W18BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or
Exhibit G-3 , IRS Form W19, and/or other certification documents from each beneficial owner, as applicable;
provided that if the Non-U.S. Lender is a partnership (and not a participating Lender), and one or more direct or
indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender
may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such
direct and indirect partner; and
(5)
any 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 Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed
by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly
completed, together with such supplementary documentation as may be prescribed by applicable law to permit the
Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) If a payment made to a Lender under this Agreement or the other Loan Documents would be subject to
U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements
of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the
Borrower or Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the
Borrower or the 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 or the Administrative Agent to comply with its obligations under FATCA, to determine whether
such Lender has or has not complied with such Lender's obligations under FATCA and, as necessary, to determine the amount, if
any, to deduct and withhold from such payment. Solely for purposes of this Section 2.12(d)(iii), "FATCA" shall include any
amendments made to FATCA after the date of this Agreement.
(iv) Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or
inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in
writing of its legal inability to do so.
(f)
If the Administrative Agent or a Lender determines, in its reasonable discretion, that it has received a refund
of any Taxes or Other Taxes as to which it has been indemnified by a Loan
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