MoneyGram 2009 Annual Report Download - page 321

EXHIBIT E
COMPLIANCE CERTIFICATE
To: The Lenders party to the
Second Amended and Restated Credit Agreement described below
This Compliance Certificate is furnished pursuant to Section 6.1(v) of that certain Second Amended and Restated Credit Agreement dated as of March ,
2008 (as amended, restated, amended and restated, modified, renewed or extended from time to time, the "Agreement") among MoneyGram Payment Systems
Worldwide, Inc., a Delaware corporation (the "Borrower"), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the
Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am a duly elected Financial Officer of the Borrower;
2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and
conditions of Holdco, the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;
3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a
Default or Unmatured Default as of the date of this Certificate, except as set forth below; and
4. Schedule I attached hereto sets forth financial data and computations evidencing the Borrower's compliance with the covenants set forth in
Sections 6.19.1, 6.19.2 and 6.20 of the Agreement, all of which data and computations are to the best of my knowledge true, complete and correct.
5. Attached hereto as Schedule II are the [quarterly] [monthly] financial statements required to be delivered pursuant to Section 6.1(ii) or (iii) of the
Agreement, which financial statements fairly present, in all material respects, the consolidated financial condition of the Borrower and its consolidated
Subsidiaries (or the Borrower individually, as applicable) (subject to normal year-end adjustments and the absence of footnotes) and which have been
prepared in reasonable detail.
Described below are the exceptions, if any, to paragraph 3, listing in detail the nature of the condition or event, the period during which it has existed and
the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:
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