MoneyGram 2009 Annual Report Download - page 209

(A) deliver to the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or
W-8ECI, certifying in either case that such Non-U.S. Lender is entitled to receive payments under this Agreement without deduction or withholding of any
United States federal income taxes, and (B) deliver to the Borrower and the Administrative Agent a United States Internal Revenue Form W-8 and certify
that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrower
and the Administrative Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or
becomes obsolete or upon the reasonable request of the Borrower or the Administrative Agent, and (y) after the occurrence of any event requiring a change
in the most recent forms so delivered by it, such additional forms or amendments thereto. All forms or amendments described in the preceding sentence
shall certify that such Non-U.S. Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal
income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Non-U.S. Lender from duly completing and
delivering any such form or amendment with respect to it and such Non-U.S. Lender advises the Borrower and the Administrative Agent that it is not
capable of receiving payments without any deduction or withholding of United States federal income tax.
(v) Each Lender and LC Issuer that is incorporated under the laws of the United States of America, a state thereof or the District of Columbia (each a
"U.S. Lender") agrees that it will, on or before the date that it becomes a party to this Agreement, deliver to the Borrower and the Administrative Agent
two duly completed copies of United States Internal Revenue Service Form W-9, certifying that it is entitled to an exemption from United States backup
withholding tax. Each U.S. Lender further undertakes to deliver to each of the Borrower and the Administrative Agent (x) renewals or additional copies of
such form (or any successor form) on or before the date that such form expires or becomes obsolete or upon the reasonable request of the Borrower or the
Administrative Agent, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or
amendments thereto. All forms or amendments described in the preceding sentence shall certify that such U.S. Lender is entitled to receive payments under
this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in
treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such U.S. Lender from duly completing and delivering any such form or amendment with respect to it and such U.S. Lender
advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States
federal income tax.
(vi) For any period during which a Lender or LC Issuer has failed to provide the Borrower with an appropriate form pursuant to clause (iv) or (v) of this
Section 3.5 (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any
governmental authority, occurring 59