MoneyGram 2009 Annual Report Download - page 221

fraudulent transfer, reorganization, receivership, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally
and general equitable principles (whether considered in a proceeding in equity or at law). When the actions specified in each Collateral Document have been
duly taken, the security interests granted pursuant thereto shall constitute (to the extent described therein) a perfected security interest (subject only to
Permitted Liens) in all right, title and interest of each pledgor party thereto in the Collateral described therein with respect to such pledgor if and to the extent
perfection can be achieved by taking such actions.
ARTICLE VI
COVENANTS
During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:
Section 6.1 Financial Reporting. Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, and the Borrower will furnish to the Lenders the following:
(i) within 90 days after the close of Holdco's fiscal year (in the case of the fiscal year ending on December 31, 2007) and the Borrower's fiscal year in
the case of each fiscal year ending on or after December 31, 2008, an audit report certified by Deloitte & Touche USA LLP or other independent certified
public accountants of recognized national standing (which in each case shall be without a "going concern" or like qualification or exception and without
any qualification or exception as to the scope of such audit), prepared in accordance with GAAP on a consolidated and consolidating basis (consolidating
statements need not be certified by such accountants) for Holdco and its Subsidiaries (in the case of fiscal year 2007 only) and the Borrower and its
Subsidiaries (in the case of each subsequent fiscal year), including balance sheets as of the end of such period, related profit and loss and reconciliation of
surplus statements, and a statement of cash flows on a consolidated and consolidating basis, accompanied by any final management letter prepared by said
accountants to Holdco or the Borrower, as applicable; provided, however, that such audit report with respect to Holdco's fiscal year ending December 31,
2007 shall be furnished as soon as practicable, but in any event on or before the date required pursuant to this clause for delivery of the audited financial
statements for the Borrower's fiscal year ending December 31, 2008;
(ii) within 45 days after the close of the first three quarterly periods of each of the Borrower's fiscal years, for the Borrower and its Subsidiaries,
consolidated and consolidating unaudited balance sheets as at the close of each such period, consolidated and consolidating profit and loss and
reconciliation of surplus statements and a consolidated and consolidating statement of cash flows for the period from the beginning of such fiscal year to
the end of such quarter, and a balance sheet as at the close of such period and such profit and loss and reconciliation of surplus statements and statement of
cash flows for the Borrower individually, certified by a Financial Officer of the Borrower as in each case fairly presenting, in all material respects, the
consolidated financial 71