MoneyGram 2009 Annual Report Download - page 563

MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC.
SOLVENCY CERTIFICATE
This Solvency Certificate is being delivered pursuant to Section 3.11(c) of the Second Amended and Restated Note Purchase Agreement, dated as of
March 24, 2008 (the "Note Purchase Agreement"), among the MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (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"). Capitalized terms used herein and not otherwise defined have the meanings
given in the Note Purchase Agreement.
The undersigned, David J. Parrin, being the Chief Financial Officer of the Company, do hereby certify, solely in my capacity as Chief Financial Officer
of the Company, and not individually, in good faith and to the best of my knowledge and belief, that I am familiar with the historical and current financial
condition of the Company, and that after giving effect to the consummation of the Transactions, the issuance and sale of the Notes and after giving effect to
the proceeds of the Notes on the Closing Date:
1. the aggregate present fair value of all of the assets (including goodwill) of the Company on a consolidated basis with its Subsidiaries, at a fair
valuation on a going concern basis, will exceed their debts and liabilities (including contingent liabilities), subordinated, contingent or otherwise;
2. the aggregate present fair saleable value of the assets (including goodwill) of the Company on a consolidated basis with its Subsidiaries, will be
greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as
such debts and other liabilities become absolute and matured;
3. the Company on a consolidated basis with its Subsidiaries, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured (taking into account all available financing options); and
4. the Company on a consolidated basis with its Subsidiaries, are not engaged in a business or transaction, nor are about to engage in a business or
transaction, for which their property would constitute unreasonably small capital. In reaching this conclusion, I understand that "unreasonably small
capital" depends upon the nature of the particular business or businesses conducted or proposed to be conducted, and I have reached my conclusion
based on the