MoneyGram 2009 Annual Report Download - page 213

escrow agreement reasonably acceptable to each of the Investors, Holdco, Deloitte & Touche LLP, the parties hereto and the parties to the Note Purchase
Agreement with irrevocable instructions to be released to Holdco on the Effective Date upon Holdco's receipt of the D&T Deliverables, or (ii) if the
amounts set forth on Schedule F to the Equity Purchase Agreement shall not have been placed into an escrow account with irrevocable instructions to be
released to Holdco on the Effective Date upon Holdco's receipt of the D&T Deliverables, then Holdco shall have committed to the Investors, the
Administrative Agent, the Collateral Agent and the Lenders on the Effective Date that, after both Holdco and Deloitte & Touche LLP shall have verified
that the amounts set forth on Schedule F to the Equity Purchase Agreement have been credited to the bank account set forth across from such amount on
Schedule F to the Equity Purchase Agreement, Holdco will receive from Deloitte & Touche LLP the D&T Deliverables and (B) Holdco's financial printer
Bowne shall have notified the Investors and the Administrative Agent (on the Effective Date) that Holdco has delivered the Final 10-K to Bowne with the
irrevocable instruction that Bowne file the Final 10-K on behalf of Holdco, and that Bowne is prepared to file and will file the Final 10-K with the SEC, in
each case, immediately upon notification from Holdco that the amounts set forth on Schedule F to the Equity Purchase Agreement have been successfully
credited to Holdco bank account set forth across from such amount on Schedule F to the Equity Purchase Agreement.
(xii) On the Effective Date (A) all representations and warranties in the Loan Documents (including, without limitation, the representation in
Section 5.5(i) as to the absence of an Effective Date MAE) are true and correct in all material respects after giving effect to the substantially
contemporaneous consummation of the transactions contemplated hereby on the Effective Date, (B) after giving effect to the Credit Extensions and other
substantially contemporaneous transactions consummated on the Effective Date, no Default or Unmatured Default has occurred and is continuing, and
(C) the Administrative Agent shall have received a satisfactory certificate to such effect dated the Effective Date and signed by the Chief Financial Officer
or Treasurer of Holdco and the Borrower.
(xiii) On the Effective Date, any waiver period under the Existing Credit Agreement shall no longer exist and each waived Default or Unmatured
Default shall have been permanently waived.
(xiv) The Lenders, the Administrative Agent and the Arranger shall have received all fees required to be paid, and all expenses for which invoices have
been presented, on or before the Effective Date.
(xv) After giving effect to the making and application of the proceeds of the Effective Date transactions contemplated hereby, there shall exist unused
Aggregate Revolving Credit Commitments of at least $100,000,000 and Aggregate Revolving Credit Commitment shall be $250,000,000.
(xvi) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially contemporaneously with the funding of the
Term B 63