MoneyGram 2009 Annual Report Download - page 232

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date
such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred
to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be
deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such
Indebtedness being refinanced.
The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being
refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is
in effect on the date of such refinancing.
Section 6.12 Merger.
(i) The Borrower will not consolidate or merge with or into (whether or not the Borrower is the surviving entity), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all the properties or assets of the Borrower and the Borrower Subsidiaries, taken as a whole, in one or more
related transactions, to another Person, unless:
(A) either:
(1) the Borrower is the surviving company; or
(2) the Person formed by or surviving any such consolidation or merger (if other than the Borrower) or to which such sale, assignment, transfer,
conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state thereof, the District of
Columbia, or any territory thereof (such Person, as the case may be, being herein called the "Successor Company"):
(B) the Successor Company, if other than the Borrower, expressly assumes all the Obligations of the Borrower under the Loan Documents pursuant
to documents in form reasonably satisfactory to the Administrative Agent;
(C) immediately before and after such transaction, no Default or Unmatured Default exists;
(D) the Successor Company would be in pro forma compliance, as if such transaction had occurred at the beginning of the applicable four-quarter
period, with Sections 6.19.1 (or, prior to March 31, 2009, as if the ratio specified in such Section were at such time in effect and required to be no less
than 1.50 to 82