ServiceMagic 2012 Annual Report Download - page 386

EXHIBIT G-1
FORM OF NON-BANK TAX CERTIFICATE
(For Non-U.S. Lenders That Are Not Treated As Partnerships For
U.S. Federal Income Tax Purposes)
Reference is made to the Credit Agreement, dated as of December 21, 2012 (as amended, restated, extended, supplemented
or otherwise modified from time to time, this “Agreement”), among IAC/INTERACTIVECORP, a Delaware corporation (the
“Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the
Lenders and as collateral agent for the Secured Parties (as defined herein) (in such capacities, the “Administrative Agent”) and as
an Issuing Bank. Terms defined in the Credit Agreement are used herein with the same meanings.
Pursuant to the provisions of Section 2.14(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
record and beneficial owner 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 of Section 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, (iv) it is not a “controlled foreign corporation” related to the
Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no interest payments in connection with any Loan Document
are effectively connected with the undersigned’s conduct of a U.S. trade or business.
The undersigned has furnished the Administrative Agent with a duly completed and executed certificate of its non-U.S.
person status on Internal Revenue Service Form W-8BEN. 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 in writing and (2)
the undersigned shall have furnished the Borrower and the Administrative Agent a properly completed and
currently effective certificate in either the calendar year in which payment is to be made by the Borrower or the Administrative
Agent to the undersigned, or in either of the two calendar years preceding each such payment.
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G-1-1