MoneyGram 2009 Annual Report Download - page 379

the Initial Purchasers if the Initial Purchasers reasonably determine such waiver is adverse to the Initial Purchasers).
3.10. [Reserved],
3.11. Compliance Certificates.
(a) Secretary's Certificate. The Company and each Guarantor shall have delivered to the Purchasers a Secretary's Certificate, dated as of the Closing Date
(the "Secretary's Certificate"), in the form of Exhibit 3.11(a) hereto, certifying, among other things, as to (i) the Company's and the Guarantors' certificate or
articles of incorporation or deed of incorporation (or, if an unlimited liability company, limited liability company or limited partnership, certificate of
formation) and bylaws or articles of association (or, if an unlimited liability company or limited liability company, unlimited or limited liability company
agreement, or, if a limited partnership, limited partnership agreement), (ii) the incumbency and signatures of certain officers of the Company and the
Guarantors and (iii) the corporate proceedings of the Company and the Guarantors (including a Board consent in a form reasonably agreed to by the Initial
Purchasers) relating to the authorization, execution and delivery of the Notes, this Agreement and the other Financing Documents to which the Company or
any Guarantor is a party.
(b) Officer's Certificate. The Company shall have delivered to the Purchasers an Officer's Certificate, each dated as of the Closing Date (the "Officer's
Certificate"), in the form of Exhibit 3.11(b) hereto, certifying, on and as of the Closing Date, as to (i) the representations and warranties of the Company,
(ii) the performance and compliance in ail material respects with all agreements and covenants contained herein, and (iii) no Default or Event of Default shall
have occurred and be continuing under the Indenture or the Notes.
(c) Solvency Certificate and Solvency Opinion. On the Closing Date, the Company shall have delivered to the Purchasers a certificate from the Chief
Financial Officer of the Company, dated as of the Closing Date (the "Solvency Certificate"), in the form of Exhibit 3.11(c), and (if and to the extent delivered
under the Company Credit Facilities) letters from a nationally recognized appraisal firm or valuation consultant satisfactory to the Initial Purchasers, in each
case certifying or attesting, as applicable, that the Company on a consolidated basis with its Subsidiaries immediately after giving effect to the consummation
of the Transactions, the issuance and sale of the Notes and after giving effect to the application of the proceeds of Notes, will be Solvent.
3.12. Opinion of Counsel.
On the Closing Date, the Purchasers shall have received an opinion from Kirkland & Ellis LLP, special New York counsel for the Company, or another
counsel for the Company acceptable to the Initial Purchasers, in form and substance reasonably satisfactory to the Initial Purchasers.
3.13. Financial Information.
(a) The Purchasers shall have received: (a) as soon as monthly and quarterly financial statements are available to Holdco and its Subsidiaries, unaudited
consolidated financial statements for any interim period or periods of Holdco and its Subsidiaries ended after the date of the most recent audited financial
statements; and (b) customary pro forma consolidated financial statements. The most recent financial statements will show on a pro forma basis on the
Closing Date: (i) funded Total Indebtedness of no more than $1,000 million plus indebtedness incurred in the ordinary course of business not to exceed,
individually or in the aggregate, $5 million; (ii) Total First Lien Indebtedness of no more than $500 million; (iii) the Leverage Ratio (but excluding for
purposes of the calculation thereof 17