MoneyGram 2009 Annual Report Download - page 250

or the Borrower and its Subsidiaries requited to be delivered to the Lenders under this Agreement (such financial statements so restated, the "Restated
Financial Statements") as a result of (x) the historical valuation, accounting and/or processes, in each case for fiscal periods ended prior to the Effective Date,
related to the investment portfolio of Holdco and its Subsidiaries or (y) the February 11, 2008 SEC non-public inquiry to Holdco shall in no event constitute a
Default or Unmatured Default under this Agreement; provided, however, that (A) the Borrower furnishes to the Lenders the Restated Financial Statements
promptly after the public filing thereof (and in the case of Restated Financial Statements of the Borrower, promptly after public filing of the corresponding
restated financial statements of Holdco) and (B) in the event of a breach described in clause (iii) of this Section 7.14 consisting of any failure to deliver
financial statements required by Section 6.1(i) or (ii) to be delivered for periods ending after the earliest period for which financial statements are being
restated (the "Subsequent Financial Statements"). (1) the Borrower furnishes to the Lenders the Subsequent Financial Statements as to which such a breach
exists not later than the earlier of (x) the public filing of the corresponding financial statements of Holdco and (y) the date that is 45 days, in the case of any
delivery of financial statements for the first three fiscal quarters of any fiscal year, or 60 days, in the case of financial statements for any fiscal year, after the
public filing of any Restated Financial Statements (and in the case of Restated Financial Statements of the Borrower, promptly after public filing of the
corresponding restated financial statements of Holdco), (2) during such period for which the Subsequent Financial Statements or related audit report, if
applicable, required by Section 6.1(i) or (ii) were not available (which period shall in no event extend beyond the dates set forth in clause (1) above), the
Borrower furnishes to the Lenders, in lieu thereof, internal unaudited annual financial statements and internal unaudited quarterly financial statements within
the time periods set forth in Section 6. l(i) and (ii) respectively which are prepared on a consistent basis as internal unaudited financial statements prepared by
Holdco and its Subsidiaries or the Borrower and its Subsidiaries, as the case may be, which shall be certified by a Financial Officer as (subject to the effect of
adjustments for any pending restatement, normal year-end adjustments and the absence of footnotes) fairly presenting, in all material respects, the
consolidated financial condition and operations at such date and the consolidated results of operations for the period then ended, in each case of Holdco and
its Subsidiaries or the Borrower and its Subsidiaries, as applicable (it being understood that neither (x) the fact that such certification is subject to such
adjustments for any pending restatement nor (y) any failure, as a result of such adjustments for any pending restatement, of such internal unaudited financial
statements to fairly present, in all material respects, such consolidated financial condition and operations and consolidated results of operations shall constitute
a Default or Unmatured Default under this Agreement or any other Loan Document), and (3) within one year of the date an audit report would be due under
Section 6.1(i) with respect to Subsequent Financial Statements for any fiscal year, the Borrower delivers to the Lenders an audit report as required by
Section 6.1(i) with respect to the applicable Subsequent Financial Statements (which audit report may include a qualification relating to any pending
restatement described above and which qualified report shall not constitute a Default or Unmatured Default under this Agreement or any other Loan
Document). Notwithstanding any of the foregoing, in no event will any Subsequent Financial Statements be delivered to the Lenders hereunder later than
corresponding financial statements are delivered to the noteholders under the Note Purchase Agreement.
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