ServiceMagic 2012 Annual Report Download - page 392

EXHIBIT G-4
FORM OF NON-BANK TAX CERTIFICATE
(For Non-U.S. Participants 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 participation in respect of which it is providing this certificate, (ii) its applicable partners/members are the sole
beneficial owners of such participation, (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 partners/members’ conduct of a U.S.
trade or business.
The undersigned has furnished its participating Lender 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 such Lender in writing and (2) the undersigned shall have at all times furnished such Lender 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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