MoneyGram 2009 Annual Report Download - page 233

1.0) and 6.19.2 (or, prior to March 31, 2009, as if the Senior Secured Debt Ratio were at such time in effect and required to be no greater than 7.0 to
1.0);
(E) each Guarantor, unless it is the other party to the transactions described above, in which case clause (ii) below applies, shall have confirmed that
its Obligations under the applicable Loan Documents to which it is a party remain outstanding pursuant to documentation reasonably satisfactory to the
Administrative Agent; and
(F) the Borrower shall have delivered to the Administrative Agent an officer's certificate stating that such consolidation, merger or transfer complies
with the provisions described in this clause (i).
The Successor Company will succeed to, and be substituted for the Borrower under this Agreement and each other Loan Document.
Notwithstanding the foregoing (but subject to clause (ii) below), any Borrower Subsidiary may consolidate with, merge into or transfer all or part of its
properties and assets to the Borrower or to another Borrower Subsidiary.
(ii) No Guarantor will, and the Borrower will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such
Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all its properties or assets in one or
more related transactions, to any Person unless:
(A) (1) such Guarantor is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor)
or to which such sale, assignment, transfer, conveyance or other disposition will have 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 Guarantor or such Person, as the case may be, being
herein called the "Successor Person"); and
(2) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Loan Documents
pursuant to documents in form reasonably satisfactory to the Administrative Agent; and
(3) immediately before and after such transaction, no Default or Unmatured Default exists; or
(B) such transaction is made in compliance with Section 6.13 (without regard to Section 6.13(xi)) or constitutes an Investment permitted by
Section 6.14.
The Successor Person will succeed to, and be substituted for such Guarantor under the Guaranty and each other Loan Document.
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