MoneyGram 2009 Annual Report Download - page 215

after the consummation of the transactions contemplated hereby (which shall include an effective extension of the term of the Money Services Agreement
through January 31, 2013) and (B) that the Equity Purchase Agreement and the transactions contemplated thereby and hereby do not give Wal-Mart Stores,
Inc. the right to terminate the Money Services Agreement.
Section 4.2 Each Subsequent Credit Extension. The Lenders shall not be required to make any Credit Extension (except as otherwise set forth in
Section 2.7 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) after the Effective Date unless on the applicable Credit Extension
Date:
(i) There exists no Default or Unmatured Default; provided, however, that solely for purposes of this Section 4.2(i), no Default or Unmatured Default
under Section 7.1 shall be deemed to exist with respect to the material falsity of any representation or warranty made on the Effective Date unless the same
evidenced or had a Material Adverse Effect.
(ii) The representations and warranties contained in Article V are true and correct as of such Credit Extension Date in all material respects except to the
extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true
and correct on and as of such earlier date.
Each Borrowing Notice, Swing Line Borrowing Notice, or request for issuance of a Letter of Credit, as the case may be, with respect to each such Credit
Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Borrower and Holdco represent and warrant to the Lenders that:
Section 5.1 Existence and Standing. Each of the Borrower, Holdco and its Material Domestic Subsidiaries is a corporation, partnership, trust or limited
liability company duly and properly incorporated or organized, as the case may be, and validly existing, duly qualified or licensed to do business and (to the
extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to
conduct its business in each jurisdiction in which its business is conducted in each case (other than as to the valid existence of the Borrower), except where,
individually or in the aggregate, the failure to exist, qualify, be licensed or be in good standing or have such power and authority could not reasonably be
expected to result in a Material Adverse Effect.
Section 5.2 Authorization and Validity. Each of the Borrower, Holdco and its Material Domestic Subsidiaries has the power and authority and legal right to
execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each of the Borrower,
Holdco and its Material Domestic Subsidiaries 65