ServiceMagic 2012 Annual Report Download - page 388

EXHIBIT G-2
FORM OF NON-BANK TAX CERTIFICATE
(For Non-U.S. Lenders That Are 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 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)
its applicable partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)),
(iii) neither the undersigned nor any of its applicable partners/members is a bank within the meaning of Section 881(c)(3)(A) of the
Code, (iv) none of its applicable partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871
(h)(3)(B) of the Code, (v) none of its applicable partners/members is a “controlled foreign corporation” related to the Borrower as
described in Section 881(c)(3)(C) of the Code, and (vi) no interest payments in connection with any Loan Document are effectively
connected with the undersigned’s or its applicable partners/members’ conduct of a U.S. trade or business.
The undersigned has furnished the Administrative Agent and the Borrower with a duly completed and executed Internal
Revenue Service Form W-
8IMY accompanied by one of the following forms from each of its partners/members that is claiming the
portfolio interest exemption: (i) a duly completed and executed IRS Form W-8BEN or (ii) a duly completed and executed IRS
Form W-8IMY accompanied by a duly completed and executed IRS Form W-8BEN from each of such partner's/member's
beneficial owners that is claiming the portfolio interest exemption, together with any other information required to be provided by
IRS Form W-8IMY. 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 at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years
preceding each such payment.
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