Common use of Closing Actions Clause in Contracts

Closing Actions. (i) On the Closing Date the following shall occur in the following order: (1) the HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the HoldCo Stockholder's equity interest in HoldCo, together with 100% of Option Sub's equity interest in HoldCo will be transferred to Parent (the transfer of the HoldCo's Stockholder's equity interest in HoldCo, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"); (2) the Second HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; (3) the Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the equity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"); and (4) the Second Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; (ii) In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Consideration.

Closing Actions. On the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, the following shall occur: (i) On The Buyer shall pay the Closing Date Consideration to the following Sellers by wire transfer of immediately available funds and, subject to receipt of the Closing Consideration, the Sellers shall occur deliver to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in the following order:respect of foreign ownership. (1ii) The Sellers, the HoldCo Certificate Company and the Buyer shall complete and deliver necessary forms and documents in respect of Merger the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be filed with handed over to the Secretary Board of State Directors of the State Company (the “Board of Delaware and 100% Directors”) for its necessary action pursuant to clause (iii) below. (iii) The Company shall cause a meeting of the HoldCo Stockholder's equity interest in HoldCoBoard of Directors at which the Board of Directors shall take note of, together with 100% of Option Sub's equity interest in HoldCo will be transferred to Parent (approve and register the transfer of the HoldCo's Stockholder's equity interest Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in HoldCoall the corporate records of the Company, including the "HoldCo Stockholder's Contribution," register of members to reflect the transfer Buyer as the legal and beneficial owner of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions");Company Common Shares. (2iv) The Sellers shall deliver or ensure the Second HoldCo Certificate of Merger shall be filed with the Secretary of State delivery of the State following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of Delaware; (3) the Buyer in respect of the Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the equity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"); and (4) the Second Company Certificate of Merger shall be filed with the Secretary of State of the State of DelawareShares; (ii) In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Consideration.

Closing Actions. At the Closing, the parties hereto and their applicable Affiliates shall cause the following actions to take place in immediately successive steps in the following order (but all of which actions shall be deemed to take place on the Closing Date): (a) The Final Distribution shall be completed; (b) FDFS shall contribute to the Company or, at the Company’s discretion, to a direct or indirect subsidiary of the Company such as CCI Acquisition, LLC, all of the issued and outstanding membership interests in Casino Credit Services, LLC (“CCS”). For purposes of such contribution, CCS shall be deemed to have a fair market value of zero, and no additional equity interest will be issued to FDFS on account of such contribution. (c) M&C, FDFS and GCA Holdings shall enter into a limited liability company agreement on terms substantially identical to the current terms of the LLC Agreement of the Company. M&C and FDFS shall each contribute all of their Membership Units in the Company to GCA Holdings, and in exchange GCA Holdings shall issue to each of M&C and FDFS a number of GCA Holdings Membership Units equal to the number of Membership Units in the Company so contributed, such that each of M&C and FDFS shall, after such contribution, own the same percentage interest in GCA Holdings after the contribution as it owned in the Company prior to the contribution. The LLC Agreement of the Company shall be amended to admit GCA Holdings as the sole member of the Company; (d) M&C shall exercise in full the M&C Option, as amended, in exchange for a cash payment by M&C of $27,000,000, payable by a wire transfer of immediately available funds to an account designated by FDC. (i) On CashCall shall redeem, and FDC shall cause FDFS, LLC to permit the redemption of, a portion of the 670 common shares (representing 67% of the outstanding equity interests in CashCall) of CashCall (such portion to be designated by M&C) in exchange for a cash payment by CashCall of Seventeen Thousand Five Hundred United States Dollars ($17,500) per common share, less applicable withholding taxes, payable by wire transfer of immediately available funds denominated in Canadian dollars using the nominal noon exchange rate published by the Bank of Canada on the business day immediately prior to the Closing Date to an account designated by FDC, and M&C shall cause CashCall to take and FDC shall cause FDFS, LLC to take any other actions necessary to consummate such redemption. M&C shall notify FDC of the following number of common shares of CashCall owned by FDFS, LLC to be redeemed not less than five business days prior to the Closing Date; provided, however, that the number of shares to be redeemed shall occur in the following order: not exceed one (1) the HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the HoldCo Stockholder's equity interest in HoldCowithout FDFS, together with 100% of Option Sub's equity interest in HoldCo will be transferred to Parent (the transfer of the HoldCo's Stockholder's equity interest in HoldCo, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"); (2) the Second HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; (3) the Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the equity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"); and (4) the Second Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware;LLC’s prior consent. (ii) In additionFDC shall cause FDFS, LLC to assign and transfer to the Company, and the Company shall purchase from FDFS, LLC, (A) all of the remaining common shares of CashCall held by FDFS, LLC (after giving effect to the redemption described the immediately preceding clause (i)) and (B) the indebtedness owed by CashCall as of the Closing Date to Western Union Financial Services (Canada), Inc., which prior to the Closing Date shall have been transferred by Western Union Financial Services (Canada), Inc. to FDFS, LLC, in exchange for a cash payment by the Company of Seventeen Thousand Five Hundred United States Dollars ($17,500) per common share, payable by wire transfer of immediately available funds denominated in United States dollars to an account designated by FDC, and the Company shall take and FDC shall cause FDFS, LLC to take any other actions necessary to consummate such purchase and sale. (f) one or more third parties unaffiliated with M&C shall purchase from M&C, pursuant to a bona fide business transaction, a number of GCA Holdings Membership Units that represents a four and ninety-nine hundredths (4.99%) or greater equity interest in GCA Holdings after giving effect to the redemption described in Section 2.2(f). (g) FDFS and GCA Holdings shall execute and deliver the Membership Unit Redemption Agreement, in the form attached as Exhibit B (the “Membership Unit Redemption Agreement”), and in connection therewith FDFS shall assign and transfer to GCA Holdings, and GCA Holdings shall redeem from FDFS, all of FDFS’s Membership Units in exchange for a cash payment by the Company of Four Hundred Seventy Eight Thousand Five Hundred Sixty Six Dollars and Twenty Six Cents ($478,566.26) per Membership Unit redeemed thereby (the “GCA Redemption Payment”), payable by wire transfer of immediately available funds to an account designated by FDC, and the parties thereto shall take any other actions contemplated to be taken thereunder on the Closing Date the following shall also occur:to consummate such redemption. (1h) FDC and the Company shall execute and deliver the Sponsorship Indemnification Agreement, in the form attached as Exhibit C (the “Sponsorship Indemnification Agreement”), and in connection therewith, the Company shall cause a letter of credit (in a form to be reasonably acceptable to FDC) to be issued to FDC in the amount of $1,000,000 issued by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with instructions to the issuer of such letter of credit to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement. (i) The Parent stockholders Company and Western Union Financial Services, Inc. shall meet amend and approve restate the Network Agency Agreement by execution and delivery of the Amended and Restated Network Agency Agreement, in the form attached as Exhibit D (xthe “Amended and Restated Network Agency Agreement”), and the Company shall complete the related agent application form and compliance acknowledgement. (j) the MergersThe Company and Integrated Payment Systems, (y) the issuance of Parent Shares Inc. shall execute and deliver Amendment No. 3 to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders Money Order Trust Agreement in the form attached as Exhibit E (“Amendment No. 3 to the IPS Agreement”). (k) CashCall and Integrated Payment Systems Canada, Inc. shall execute and deliver Amendment No. 2 to the Canada Money Order Trust Agreement in the form attached as Exhibit F (“Amendment No. 2 to the Canada Money Order Trust Agreement”). (l) The Company and TRS Recovery Services, Inc. shall execute and deliver Amendment No. 2 to the TeleCheck Marketing Agreement in the form attached as Exhibit G (“Amendment No. 2 to Marketing Agreement”). (m) Infonox shall agree to be bound by Section 4.5 and Section 4.14 of this Agreement pursuant to a written agreement reasonably acceptable to FDC. (n) The Company and First Financial Bank shall execute and deliver Amendment No. 1 to the ATM Sponsorship Agreement in the form attached as Exhibit J (“Amendment No. 1 to ATM Sponsorship Agreement”). (o) M&C shall provide to FDC written evidence, in a form reasonably acceptable to FDC, evidencing the payment in full of all amounts owing under the Promissory Note issued by M&C to which such stockholders are entitled Bank of America, N.A. dated September 29, 2000 and subject to the Guaranty Agreement dated as of September 29, 2000 made by FDC in favor of Bank of America, N.A. For the avoidance of doubt, the Parties agree that the aggregate amount payable to FDFS and FDFS, LLC pursuant to Sections 2.1(a)2.2(b) – (g) (including the GCA Redemption Payment) shall total $435,600,000, 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase")less applicable withholding taxes, if any, and upon completion of those transactions, no FDC Related Person shall own any equity interest, or any option, warrant or right to acquire any equity interest, in the Company or any other Person which, directly or indirectly, is owned or controlled by the Company (z) where “control” means the appointment of two additional members power to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Consideration.direct

Closing Actions. The Company and Diblo shall consummate the Merger (itogether with, if applicable, the DIFA Merger) pursuant to the Merger Resolutions by taking the actions described in clauses (a) through (c) below, it being understood and agreed that, with respect to clause (a) below, such actions shall be taken simultaneously and together with such actions in respect of the DIFA Merger and, with respect to clauses (b) and (c) below, if the Merger shall occur simultaneously with the DIFA Merger as provided herein, such actions shall be taken simultaneously and together with such actions in respect of the DIFA Merger. (a) On the Closing Date Shareholders’ Meetings Date, the following shall occur Company and Diblo will execute and deliver a Merger Agreement substantially in the following order: form of Section 2.04(a) of the Company Disclosure Schedule (the “Merger Agreement”), which will provide that (1) the HoldCo Certificate of Merger shall will be filed effective upon registration with the Secretary Public Registry of State Commerce (Registro Público de Comercio) of the State Federal District of Delaware and 100% Mexico (the “RPC”) as provided for in Article 225 of the HoldCo Stockholder's equity interest in HoldCoGeneral Commercial Companies Act (Ley General de Sociedades Mercantiles), together with 100% of Option Sub's equity interest in HoldCo for which purpose the Company, as Surviving Corporation, will be transferred expressly covenant to Parent (the transfer pay, on demand, all outstanding obligations owing to then-existing creditors of the HoldCo's Stockholder's equity interest in HoldCoCompany and Diblo that did not consent to the Merger, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"); (2) from and after the Second HoldCo Certificate of Merger Effective Time, the Surviving Corporation shall be filed with the Secretary of State possess all rights, privileges, powers and franchises of the State Company and Diblo, and all of Delaware; the claims, obligations, liabilities, debts and duties of the Company and Diblo shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation, and (3) the Company Certificate of Merger shall be filed with carried out pursuant to the Secretary of State other terms and conditions set forth in this Agreement. (b) As soon as reasonably practicable after the Effective Time, Diblo shall register in its corporate books the cancellation of the State Diblo shares owned by the Company and ABI and its Subsidiaries and generally make all annotations and entries into the corporate books of Delaware and 100% Diblo as necessary to evidence the termination of Diblo’s legal existence by virtue of the equity interest Merger. The Company will cancel all share certificates of the Contributing Company Common Stockholders' interest outstanding immediately prior to the Effective Time and re-issue and deliver new certificates to the shareholders of the Company and Indeval reflecting the Company’s capital structure after giving effect to the Merger Resolutions (including the Merger and, if applicable, the DIFA Merger) and the Share Restructuring and generally take any action that is necessary or that the parties agree is convenient to consummate and formalize the items approved in the Company will be transferred to Parent Merger Resolutions. (c) As soon as reasonably practicable after the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo ContributionsEffective Time, the "Contributions"); and (4) Company shall issue and deliver to ABI a certificate or certificates representing the Second Company Certificate of Merger shall be filed with Consideration, effective upon the Secretary of State cancellation of the State of Delaware; (ii) In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet Diblo Shares owned by ABI and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Considerationits Subsidiaries.

Closing Actions. (At Closing, the Parties shall take the following Closing actions in the order listed below: a) The Purchaser shall: i) On pay, by way of electronic transfer, the Closing Date Cash Consideration to the following Seller’s Bank Account; ii) issue and allot, or procure the issuance and allotment of, the Agreed Consideration Shares by the Issuer to the Seller; and iii) deliver (or procure the delivery of) to the Seller: (A) a copy of the board minutes or unanimous resolutions in writing of the board of the Seller approving the transactions contemplated by this Agreement (including the sale of the Shares pursuant hereto), (B) a share certificate for the Agreed Consideration Shares, executed by the Issuer (unless share certificates are not issued by the Issuer to holders of the same class of shares as the Agreed Consideration Shares generally) and (C) a copy of the updated register of members or equivalent shareholder register of the Issuer showing the Seller as the registered holder of the Agreed Consideration Shares. b) The Seller shall occur in deliver (or procure the following orderdelivery of) to the Purchaser: (1i) the HoldCo Certificate of Merger shall be filed with the Secretary of State share certificate(s) in respect of the State Shares, an indemnity in respect of Delaware any lost share certificates or confirmation in form and 100% substance satisfactory to the Purchaser (acting reasonably) that no such share certificate(s) have been issued in respect of the HoldCo Stockholder's equity interest Shares; ii) a share transfer form in HoldCo, together with 100% respect of Option Sub's equity interest the Shares duly executed by the Seller in HoldCo will be transferred to Parent favour of the Purchaser; iii) a copy of the board minutes or unanimous resolutions in writing of the board of the Purchaser approving the transactions contemplated by this Agreement (including the issuance of the Agreed Consideration Shares by the Issuer); and iv) a copy of the board minutes or unanimous resolutions in writing of the board of the Company approving (A) the registration of the transfer of the HoldCo's Stockholder's equity interest in HoldCoShares, (B) that the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"); (2) the Second HoldCo Certificate of Merger Purchaser shall be filed with registered as the Secretary of State holder of the State Shares in the Company’s register of Delaware; members and (3C) that a new share certificate in respect of the Company Certificate of Merger Shares shall be filed with the Secretary of State of the State of Delaware executed by Company and 100% of the equity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"); and (4) the Second Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; (ii) In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares delivered to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash ConsiderationPurchaser.

Closing Actions. At the Closing, (a) Parent shall pay or cause to be paid: (i) On to each Stockholder (other than with respect to such Stockholder’s Dissenting Shares) in accordance with the Distribution Schedule, by wire transfer of immediately available funds to such bank account(s) designated in writing by each Stockholder in its Letter of Transmittal, an amount equal to the Closing Date Per Share Consideration, multiplied by the following shall occur number of Shares (other than Dissenting Shares) owned by such Stockholder; provided that, in each case, such Stockholder submits a letter of transmittal to the Company in the form attached hereto as Exhibit D (a letter of transmittal in such form, a “Letter of Transmittal”) prior to the Closing; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following order: the Closing and Parent shall make (1or cause to be made) the HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and 100% of the HoldCo Stockholder's equity interest in HoldCo, together with 100% of Option Sub's equity interest in HoldCo will be transferred to Parent (the transfer of the HoldCo's Stockholder's equity interest in HoldCo, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"); (2) the Second HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; no event later than three (3) the Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the equity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"Business Days after receipt thereof); and (4) the Second Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; (ii) In additionto the Company, on by wire transfer of immediately available funds to such bank account(s) designated in writing no less than three (3) Business Days prior to the Closing by the Company, for the benefit of the holders of Dissenting Shares (if any), an amount equal to the Closing Date Per Share Consideration multiplied by the following number (if any) of Dissenting Shares, which amount shall also occur:be retained by the Company and paid solely in accordance with applicable Law; (1iii) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common StockholdersCompany, by wire transfer of immediately available funds to such bank account(s) designated in writing no less than three (3) Business Days prior to the Closing by the Company, for the benefit of the holders of Eligible Options, an amount equal to the aggregate Closing Date Option Sub and Consideration. The Company shall pay or cause to be paid to each holder of Eligible Options no later than the Contributing Company Common Stockholders in Company’s next scheduled date of payroll following the amounts Closing the portion of the aggregate Closing Date Option Consideration to which such stockholders are holder is entitled pursuant to Sections 2.1(aSection 2.6, such payments to be made net of any applicable withholding Tax; (iv) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), 2.1(b) the Escrow Amount, to be held in the Escrow Account and 2.3(a)(i) hereof distributed by the Escrow Agent in consideration accordance with the terms of the Contributions Escrow Agreement and this Agreement; (v) to the "Capital Increase"Stockholders’ Representative, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Stockholders’ Representative prior to the Closing (“Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of the Stockholders’ Representative in accordance with Section 3.4(h); (zvi) the appointment Indebtedness Payoff Amount, on behalf of two additional members the Company to Parent's board of directorsthe lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness; and (vii) the applicable portion of the Estimated Transaction Expenses, by wire transfer of immediately available funds, to each of the payees thereof (on behalf of the Company) in accordance with the Payoff Letters or invoices delivered by the Company (and the wiring instructions set forth therein) no less than two (2) Business Days prior to the Closing; (b) Parent's board of directors , the Stockholders’ Representative and the Escrow Agent shall take execute and deliver the necessary steps to implement Escrow Agreement; and (c) the Capital Increase and cause the payment of the Per Share Cash ConsiderationCompany shall deliver duly-executed Payoff Letters.

Closing Actions. The Company and Diblo shall consummate the Merger (itogether with, if applicable, the DIFA Merger) pursuant to the Merger Resolutions by taking the actions described in clauses (a) through (c) below, it being understood and agreed that, with respect to clause (a) below, such actions shall be taken simultaneously and together with such actions in respect of the DIFA Merger and, with respect to clauses (b) and (c) below, if the Merger shall occur simultaneously with the DIFA Merger as provided herein, such actions shall be taken simultaneously and together with such actions in respect of the DIFA Merger. (a) On the Closing Date Shareholders’ Meetings Date, the following shall occur Company and Diblo will execute and deliver a Merger Agreement substantially in the following order: form of Section 2.04(a) of the Company Disclosure Schedule (the “ Merger Agreement ”), which will provide that (1) the HoldCo Certificate of Merger shall will be filed effective upon registration with the Secretary Public Registry of State Commerce ( Registro Público de Comercio ) of the State Federal District of Delaware and 100% Mexico (the “ RPC ”) as provided for in Article 225 of the HoldCo Stockholder's equity interest in HoldCoGeneral Commercial Companies Act ( Ley General de Sociedades Mercantiles ), together with 100% of Option Sub's equity interest in HoldCo for which purpose the Company, as Surviving Corporation, will be transferred expressly covenant to Parent (the transfer pay, on demand, all outstanding obligations owing to then-existing creditors of the HoldCo's Stockholder's equity interest in HoldCoCompany and Diblo that did not consent to the Merger, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"); (2) from and after the Second HoldCo Certificate of Merger Effective Time, the Surviving Corporation shall be filed with the Secretary of State possess all rights, privileges, powers and franchises of the State Company and Diblo, and all of Delaware; the claims, obligations, liabilities, debts and duties of the Company and Diblo shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation, and (3) the Company Certificate of Merger shall be filed with carried out pursuant to the Secretary of State other terms and conditions set forth in this Agreement. (b) As soon as reasonably practicable after the Effective Time, Diblo shall register in its corporate books the cancellation of the State Diblo shares owned by the Company and ABI and its Subsidiaries and generally make all annotations and entries into the corporate books of Delaware and 100% Diblo as necessary to evidence the termination of Diblo’s legal existence by virtue of the equity interest Merger. The Company will cancel all share certificates of the Contributing Company Common Stockholders' interest outstanding immediately prior to the Effective Time and re-issue and deliver new certificates to the shareholders of the Company and Indeval reflecting the Company’s capital structure after giving effect to the Merger Resolutions (including the Merger and, if applicable, the DIFA Merger) and the Share Restructuring and generally take any action that is necessary or that the parties agree is convenient to consummate and formalize the items approved in the Company will be transferred to Parent Merger Resolutions. (c) As soon as reasonably practicable after the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo ContributionsEffective Time, the "Contributions"); and (4) Company shall issue and deliver to ABI a certificate or certificates representing the Second Company Certificate of Merger shall be filed with Consideration, effective upon the Secretary of State cancellation of the State of Delaware; (ii) In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet Diblo Shares owned by ABI and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Considerationits Subsidiaries.

Closing Actions. (a) At the Closing the Purchaser shall: (i) On consummate the Closing Date conversion of all issued and outstanding Class B Common Stock held by the following shall occur Purchaser Sponsor into Class A Common Stock in the following order: (1) the HoldCo Certificate of Merger shall be filed accordance with the Secretary of State terms of the State of Delaware and 100% of the HoldCo Stockholder's equity interest in HoldCo, together with 100% of Option Sub's equity interest in HoldCo will be transferred to Parent (the transfer of the HoldCo's Stockholder's equity interest in HoldCo, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions")Purchaser’s Organizational Documents; (ii) pay to the Company, by wire transfer of immediately available funds to the account(s) specified in writing by the Company delivered to the Purchaser at least two (2) Business Days prior to the Second HoldCo Certificate of Merger shall be filed with Closing, an aggregate amount equal to the Secretary of State of the State of DelawareCompany Cash Consideration; (3iii) pay to the Sellers, by wire transfer of immediately available funds to the account(s) specified in writing by the Sellers delivered to the Purchaser at least two (2) Business Days prior to the Closing, an aggregate amount equal to the Seller Cash Consideration; (iv) (A) issue to the accounts designated in writing prior to Closing by the Sellers the Common Stock Consideration, free and clear of all Liens (except Liens consisting of any restrictions on transfer generally arising under the applicable securities Laws), and (B) make appropriate book entries by updating the register of members of the Purchaser (in the names designated by the Sellers in writing prior to Closing) evidencing the issuance to the Sellers of the Common Stock Consideration; provided, however, in no instance shall the Purchaser have any obligation to issue any of the Common Stock Consideration to or in the name of any Person not signatory hereto; (v) (A) deliver to the Sellers the certificate contemplated by Section 8.3(d) and (B) deliver to the Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the equity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"certificate contemplated by Section 8.4(c); and (4vi) deliver a certificate from an authorized officer of the Second Company Certificate of Merger shall be filed Purchaser certifying that the Purchaser has made all necessary arrangements with the Secretary of State Trustee to cause the Trustee to disburse all of the State funds contained in the Trust Account available to the Purchaser for payment of Delawarethe Cash Consideration and Transaction Costs. (b) At the Closing the Company shall: (i) deliver, or cause to be delivered, to the Purchaser, to the extent that the Issued Equity Interests are certificated, certificates evidencing such Issued Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank and, in any case, other duly executed instruments of transfer as required to validly transfer title in and to all the Issued Equity Interests in book-entry form free and clear of all Liens (other than any restrictions arising under the Company’s Organizational Documents made available to the Purchaser or applicable securities Laws or Liens created by the Purchaser); (ii) In addition, on deliver to the Closing Date Purchaser a copy of the following shall also occur: (1) The Parent stockholders shall meet and approve (x) shareholders register of the Mergers, (y) Company recording the issuance of Parent Shares the Issued Equity Interests to the HoldCo Common Stockholders, Option Sub and Purchaser with effect as at the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directorsClosing Date; and (2iii) Parent's board deliver to the Purchaser the certificate contemplated by Section 8.2(c)(i); (c) At the Closing the Sellers shall: (i) deliver, or cause to be delivered, to the Purchaser, to the extent that the Transferred Equity Interests are certificated, certificates evidencing such Transferred Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank and, in any case, other duly executed instruments of directors shall take transfer as required to validly transfer title in and to all the necessary steps Transferred Equity Interests in book-entry form free and clear of all Liens (other than any restrictions arising under the Company’s Organizational Documents made available to implement the Capital Increase and cause Purchaser or applicable securities Laws or Liens created by the payment Purchaser); (ii) deliver to the Purchaser a copy of the Per Share Cash Considerationshareholders register of the Company recording the transfer of the Transferred Equity Interests to the Purchaser with effect as at the Closing Date; and (iii) deliver to the Purchaser the certificate contemplated by Section 8.2(c)(ii).

Closing Actions. At the Closing, the parties hereto and their applicable Affiliates shall cause the following actions to take place in immediately successive steps in the following order (but all of which actions shall be deemed to take place on the Closing Date): (a) The Final Distribution shall be completed; (b) FDFS shall contribute to the Company or, at the Company’s discretion, to a direct or indirect subsidiary of the Company such as CCI Acquisition, LLC, all of the issued and outstanding membership interests in Casino Credit Services, LLC (“CCS”). For purposes of such contribution, CCS shall be deemed to have a fair market value of zero, and no additional equity interest will be issued to FDFS on account of such contribution. (c) M&C, FDFS and GCA Holdings shall enter into a limited liability company agreement on terms substantially identical to the current terms of the LLC Agreement of the Company. M&C and FDFS shall each contribute all of their Membership Units in the Company to GCA Holdings, and in exchange GCA Holdings shall issue to each of M&C and FDFS a number of GCA Holdings Membership Units equal to the number of Membership Units in the Company so contributed, such that each of M&C and FDFS shall, after such contribution, own the same percentage interest in GCA Holdings after the contribution as it owned in the Company prior to the contribution. The LLC Agreement of the Company shall be amended to admit GCA Holdings as the sole member of the Company; (d) M&C shall exercise in full the M&C Option, as amended, in exchange for a cash payment by M&C of $27,000,000, payable by a wire transfer of immediately available funds to an account designated by FDC. (i) On CashCall shall redeem, and FDC shall cause FDFS, LLC to permit the redemption of, a portion of the 670 common shares (representing 67% of the outstanding equity interests in CashCall) of CashCall (such portion to be designated by M&C) in exchange for a cash payment by CashCall of Seventeen Thousand Five Hundred United States Dollars ($17,500) per common share, less applicable withholding taxes, payable by wire transfer of immediately available funds denominated in Canadian dollars using the nominal noon exchange rate published by the Bank of Canada on the business day immediately prior to the Closing Date to an account designated by FDC, and M&C shall cause CashCall to take and FDC shall cause FDFS, LLC to take any other actions necessary to consummate such redemption. M&C shall notify FDC of the following number of common shares of CashCall owned by FDFS, LLC to be redeemed not less than five business days prior to the Closing Date; provided, however, that the number of shares to be redeemed shall occur in the following order: not exceed one (1) without FDFS, LLC’s prior consent. (ii) FDC shall cause FDFS, LLC to assign and transfer to the HoldCo Certificate of Merger Company, and the Company shall be filed with the Secretary of State purchase from FDFS, LLC, (A) all of the State remaining common shares of Delaware CashCall held by FDFS, LLC (after giving effect to the redemption described the immediately preceding clause (i)) and 100% (B) the indebtedness owed by CashCall as of the HoldCo Stockholder's Closing Date to Western Union Financial Services (Canada), Inc., which prior to the Closing Date shall have been transferred by Western Union Financial Services (Canada), Inc. to FDFS, LLC, in exchange for a cash payment by the Company of Seventeen Thousand Five Hundred United States Dollars ($17,500) per common share, payable by wire transfer of immediately available funds denominated in United States dollars to an account designated by FDC, and the Company shall take and FDC shall cause FDFS, LLC to take any other actions necessary to consummate such purchase and sale. (f) one or more third parties unaffiliated with M&C shall purchase from M&C, pursuant to a bona fide business transaction, a number of GCA Holdings Membership Units that represents a four and ninety-nine hundredths (4.99%) or greater equity interest in HoldCoGCA Holdings after giving effect to the redemption described in Section 2.2(f). (g) FDFS and GCA Holdings shall execute and deliver the Membership Unit Redemption Agreement, in the form attached as Exhibit B (the “Membership Unit Redemption Agreement”), and in connection therewith FDFS shall assign and transfer to GCA Holdings, and GCA Holdings shall redeem from FDFS, all of FDFS’s Membership Units in exchange for a cash payment by the Company of Four Hundred Seventy Eight Thousand Five Hundred Sixty Six Dollars and Twenty Six Cents ($478,566.26) per Membership Unit redeemed thereby (the “GCA Redemption Payment”), payable by wire transfer of immediately available funds to an account designated by FDC, and the parties thereto shall take any other actions contemplated to be taken thereunder on the Closing Date to consummate such redemption. (h) FDC and the Company shall execute and deliver the Sponsorship Indemnification Agreement, in the form attached as Exhibit C (the “Sponsorship Indemnification Agreement”), and in connection therewith, the Company shall cause a letter of credit (in a form to be reasonably acceptable to FDC) to be issued to FDC in the amount of $1,000,000 issued by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with 100% instructions to the issuer of Option Sub's equity interest such letter of credit to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement. (i) The Company and Western Union Financial Services, Inc. shall amend and restate the Network Agency Agreement by execution and delivery of the Amended and Restated Network Agency Agreement, in HoldCo will be transferred to Parent the form attached as Exhibit D (the transfer “Amended and Restated Network Agency Agreement”), and the Company shall complete the related agent application form and compliance acknowledgement. (j) The Company and Integrated Payment Systems, Inc. shall execute and deliver Amendment No. 3 to the Money Order Trust Agreement in the form attached as Exhibit E (“Amendment No. 3 to the IPS Agreement”). (k) CashCall and Integrated Payment Systems Canada, Inc. shall execute and deliver Amendment No. 2 to the Canada Money Order Trust Agreement in the form attached as Exhibit F (“Amendment No. 2 to the Canada Money Order Trust Agreement”). (l) The Company and TRS Recovery Services, Inc. shall execute and deliver Amendment No. 2 to the TeleCheck Marketing Agreement in the form attached as Exhibit G (“Amendment No. 2 to Marketing Agreement”). (m) Infonox shall agree to be bound by Section 4.5 and Section 4.14 of this Agreement pursuant to a written agreement reasonably acceptable to FDC. (n) The Company and First Financial Bank shall execute and deliver Amendment No. 1 to the HoldCo's Stockholder's equity interest ATM Sponsorship Agreement in HoldCothe form attached as Exhibit J (“Amendment No. 1 to ATM Sponsorship Agreement”). (o) M&C shall provide to FDC written evidence, in a form reasonably acceptable to FDC, evidencing the payment in full of all amounts owing under the Promissory Note issued by M&C to Bank of America, N.A. dated September 29, 2000 and subject to the Guaranty Agreement dated as of September 29, 2000 made by FDC in favor of Bank of America, N.A. For the avoidance of doubt, the "HoldCo Stockholder's Contribution," Parties agree that the transfer aggregate amount payable to FDFS and FDFS, LLC pursuant to Sections 2.2(b) – (g) (including the GCA Redemption Payment) shall total $435,600,000, less applicable withholding taxes, if any, and upon completion of Option Sub's those transactions, no FDC Related Person shall own any equity interest interest, or any option, warrant or right to acquire any equity interest, in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"); (2) the Second HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; (3) the Company Certificate or any other Person which, directly or indirectly, is owned or controlled by the Company (where “control” means the power to direct the management or affairs of Merger shall be filed with a Person and “ownership” means the Secretary beneficial ownership of State of the State of Delaware and 100more than 50% of the equity interest securities of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"Person); and (4) it being understood and agreed that, to the Second Company Certificate of Merger shall be filed with the Secretary of State Knowledge of the State Parties, there exists no such Person other than has been addressed by the express terms of Delaware;Section 2.2(b) – (g). Section 3.1 (iif) In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), Restructuring Agreement is hereby amended and (z) the appointment of two additional members restated in its entirety to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Consideration.read as follows: