MoneyGram 2009 Annual Report Download - page 212

(iii) The Administrative Agent shall have received (x) satisfactory audited consolidated financial statements of Holdco for the two most recent fiscal
years ended prior to the Effective Date as to which such financial statements are available and (y) satisfactory unaudited interim consolidated financial
statements of Holdco for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (x) of this
paragraph as to which such financial statements are available.
(iv) Liens creating a first (subject only to Permitted Liens) priority security interest in the Collateral shall have been perfected or documents required to
perfect such security interest shall have been delivered to the Administrative Agent or arrangements have been made with respect thereto satisfactory to the
Administrative Agent.
(v) The Administrative Agent shall have received such corporate records, officer's certificates and other instruments as are customary for transactions of
this type or as it may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent.
(vi) The Collateral Agent, the Trustee and Collateral Agent for the holders of the Second Lien Indebtedness and the other parties thereto shall have
entered into the Intercreditor Agreement.
(vii) The Administrative Agent shall be reasonably satisfied that adequate bank clearing arrangements of MoneyGram Payment Systems, Inc. are in
effect on the Effective Date.
(viii) The Administrative Agent shall be reasonably satisfied that adequate contractual arrangements pursuant to which surety bonds are made available
to support the businesses of the Borrower's Subsidiaries are in effect.
(ix) The Lenders shall be satisfied with the investment policy adopted by the board of directors of Holdco with respect to the portfolio investments of its
Subsidiaries and with the rate hedging and foreign exchange arrangements and outstanding amounts thereof of Holdco and its Subsidiaries.
(x) Except as Previously Disclosed (as defined in the Equity Purchase Agreement), since September 30, 2007, no change or event shall have occurred
and no circumstances shall exist which have had, or would reasonably be expected to have, individually or in the aggregate, an Effective Date MAE. With
respect to matters which have been Previously Disclosed, in determining whether this condition is satisfied, any circumstance, event or condition occurring
after the date of the Equity Purchase Agreement shall be taken into account, including any deterioration, worsening or adverse consequence of such
Previously Disclosed matters occurring after the date of the Equity Purchase Agreement.
(xi) (A) (i) Holdco's receipt from Deloitte & Touche LLP of the D&T Deliverables, which shall be delivered if the amounts set forth on Schedule F to
the Equity Purchase Agreement shall have been placed into an escrow account pursuant to an
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