ServiceMagic 2012 Annual Report Download - page 340

SECTION 8.08 Lead Arrangers; Syndication Agent; Co-Documentation Agents . Notwithstanding anything to
the contrary herein, none of the Lead Arrangers, the Syndication Agent or Co-Documentation Agents shall have any powers, duties
or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, if applicable, as the
Administrative Agent, the Collateral Agent, a Lender or an Issuing Bank. Each Lender acknowledges that it has not relied, and will
not rely, on any of the Lead Arrangers, the Syndication Agent or the Co-Documentation Agents in deciding to enter into this
Agreement or any other Loan Document or in taking or not taking any action hereunder or thereunder.
SECTION 8.09
Tax Indemnification by the Lenders . To the extent required by any applicable laws, the
Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax.
Without limiting or expanding the provisions of Section 2.14, each Lender shall indemnify and hold harmless the Administrative
Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all taxes and any and all
related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative
Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental
Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of
such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed,
or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or
reduction of withholding tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the
Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off
and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any
amount due the Administrative Agent under this Section 8.09. The agreements in this Section 8.09 shall survive the resignation
and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of
the commitments and the repayment, satisfaction or discharge of all other Obligations.
ARTICLE IX
Miscellaneous
SECTION 9.01
Notices .
(a)
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing
(including by telecopy) (unless otherwise specifically permitted in this Agreement), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail,
postage prepaid, or, in the case of telecopy or telephone notice, when received, addressed as follows in the case of the Borrower and
the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of
the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:
555 West 18
th
Street
New York, NY 10011
Jeffrey Kip
-83-
Borrower:
IAC/InterActive Corp