MoneyGram 2009 Annual Report Download - page 551

MONEYGRAM INTERNATIONAL, INC.
EFFECTIVE DATE CERTIFICATE
March 17, 2008
The undersigned, Philip W. Milne and David J. Parrin, being the Chief Executive Officer and the Chief Financial Officer, respectively, of MoneyGram
International Inc., a Delaware corporation ("Holdco"), in accordance with Section 2.4 of that certain Amended and Restated Note Purchase Agreement, dated
as of March 17, 2008 (the "Note Purchase Agreement"); capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Note Purchase Agreement, by and among MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the "Company"), Holdco, GSMP V
Onshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability ("GSMP Onshore"), GSMP V Offshore US, Ltd., an
exempted company incorporated in the Cayman Islands with limited liability ("GSMP Offshore"), GSMP V Institutional US, Ltd., an exempted company
incorporated in the Cayman Islands with limited liability ("GSMP Institutional" and together with GSMP Onshore and GSMP Offshore, the "Initial
Purchasers") and THL Credit Partners, L.P., a Delaware limited partnership (the "THL Purchaser" and together with the Initial Purchasers, the "Purchasers"),
hereby certify, in their capacities as the Chief Executive Officer and the Chief Financial Officer, respectively, of Holdco as follows:
1. Each of the representations and warranties contained in Sections 4.1 through 4.17, 4.23 and 4.29 through 4.31 of the Note Purchase Agreement shall
be true and correct in all material respects (unless qualified by "material" or "Material Adverse Effect" or similar references to materiality, in which
case such representations and warranties must be true and correct in all respects) on or as of the execution date of the Note Purchase Agreement as if
made on and as of the execution date thereof (unless expressly stated to relate to a specific earlier date, in which case each of such representations
and warranties shall be true and correct in all material respects (unless qualified by "material" or "Material Adverse Effect" or similar references to
materiality, in which case the representation and warranties must be true and correct in all respects) as of such earlier date);
2. To the knowledge of the applicable officer, none of (x) the written factual information and written data (taken as a whole) furnished by or on behalf
of Holdco or any of the Holdco Subsidiaries or any of their respective authorized representatives to the Purchasers on or before the date hereof for
purposes of or in connection with the Note Purchase Agreement contained, when furnished, any untrue statement of any material fact or omitted to
state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the
circumstances under which such information or data was furnished, it being understood and agreed that for purposes of such certificate, such factual
information and data shall not include projections (including financial estimates, forecasts and/or any other forward-looking information) and
information of a general economic or general industry nature, and (y) that the projections (including financial estimates, forecasts and other forward-
looking information) contained in the information and data referred to in this clause (x) above were based on good faith estimates and assumptions
believed by such Persons to be reasonable at the time made, it being