Common use of Certain Funds Availability Clause in Contracts

Certain Funds Availability. Notwithstanding anything to the contrary herein, (a) the only representations and warranties the accuracy of which shall be a condition to the availability of the Delayed Draw Term Loans and up to $250,000,000 of the Revolving Credit Facility on the Closing Date to finance in part the Acquisition shall be (i) the Acquisition Agreement Representations and (ii) the Specified Representations and (b) to the extent that any lien search (other than UCC lien searches in the jurisdiction of organization of the Borrowers and the Subsidiary Guarantors) cannot be obtained or any security interest in any Collateral is not or cannot be perfected (if applicable) on the Closing Date (other than any security interest in any Collateral which may be perfected (if applicable) by (x) the filing of a financing statement under the UCC or (y) the delivery to the Administrative Agent of certificated equity interests with respect to certificated securities (and related stock powers or other similar transfer instruments) of each domestic subsidiary of the Borrowers required to be pledged to the extent possession of such certificates perfects a security interest therein; provided that so long as each of the Borrowers has used its commercially reasonable efforts to deliver the certificated equity interests of the Acquired Business and/or its subsidiaries, such certificates shall only be required to be delivered on the Closing Date if the Borrowers have actually received such certificates from Western Union or its designee, and otherwise shall be required to be delivered within five (5) days after the Closing Date) after the Borrowers’ use of commercially reasonable efforts to do so, then such lien search and/or the perfection of a security interest in such Collateral shall not constitute a condition precedent to the funding of the Delayed Draw Term Loan and up to $250 million of the Revolving Credit Facility on the Closing Date, but instead shall be required to be obtained or perfected after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrowers acting reasonably within 90 days following the Closing Date (or such later date as may be reasonably agreed between the Administrative Agent and the Borrowers).