MoneyGram 2009 Annual Report Download - page 555

ASSISTANT SECRETARY'S CERTIFICATE
MONEYGRAM INTERNATIONAL, INC.
March 25, 2008
I, Kristin A. Stokes, the duly elected, qualified and acting Assistant Secretary of MONEYGRAM INTERNATIONAL, INC., a Delaware corporation (the
"Company"), am duly authorized to execute and deliver this certificate on behalf of the Company and hereby make the certifications set forth below on behalf
of the Company in such capacity and not individually.
1. This certificate is furnished pursuant to Section 3.11(a) of the Second Amended and Restated Note Purchase Agreement, dated as of March 24, 2008 (the
"Note Purchase Agreement"), among MoneyGram Payment Systems Worldwide, Inc., the Company, 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"), and 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"). Unless otherwise defined herein, capitalized
terms used herein shall have the meanings set forth in the Note Purchase Agreement.
2. The undersigned is the duly elected, qualified and acting Assistant Secretary of the Company and is familiar with the facts herein certified and is duly
authorized to certify the statements made therein.
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