MoneyGram 2009 Annual Report Download - page 560

MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC.
OFFICER'S CERTIFICATE
The undersigned, Philip W. Milne, being the President and Chief Executive Officer of MoneyGram Payment Systems Worldwide, Inc., a Delaware
corporation (the "Company"), in accordance with Section 3.11(b) of the Second Amended and Restated Note Purchase Agreement, dated as of March 24,
2008 (the "Note Purchase Agreement"), among the Company, MoneyGram International, Inc., a Delaware corporation, 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"), hereby
certifies, solely in his capacity as President and Chief Executive Officer of the Company, and not individually, as follows. Capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the Note Purchase Agreement. As of the date hereof, after giving pro forma effect to
the consummation on the Closing Date of the Transactions, the issuance of the Notes to be issued on the Closing Date and the application of the proceeds
thereof):
1. The representations and warranties of the Company as set forth in the Note Purchase Agreement are true and correct in all material respects.
2. The Company has performed all of its obligations and is in compliance in all material respects with all the agreements and covenants contained in
the Note Purchase Agreement.
3. No Default or Event of Default has occurred and/or is continuing under the Indenture or the Note Purchase Agreement.
[Signature page follows]