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Notwithstanding the foregoing, any Subsidiary Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the

Borrower or to another Subsidiary Guarantor.

Section 6.13 Sale of Assets. The Borrower will not, nor will it permit any Borrower Subsidiary to, lease, sell or otherwise dispose of its Property to any

other Person, except:

(i) the disposition of (A) Cash and Cash Equivalents in the ordinary course of business, (B) obsolete or worn out equipment or other tangible personal

property or (C) inventory sales in the ordinary course of business;

(ii) transfers of property subject to casualty, condemnation or similar events (including in lieu thereof) upon receipt of the Net Proceeds in respect

thereof;

(iii) (x) the disposition of Portfolio Securities (other than Specified Securities) for Cash and Cash Equivalents or securities contained in the Restricted

Investment Portfolio and (y) the disposition of Portfolio Securities on or before the Effective Date contemplated by the Equity Purchase Agreement;

(iv) the making of any Restricted Payment or Investment that is permitted to be made, and is made, under Section 6.10 or 6.14, as applicable;

(v) the unwinding of any Rate Management Transaction;

(vi) any transfer to MoneyGram International Holdings Limited of the loan from MoneyGram Payment Systems, Inc. to MoneyGram International

Holdings Limited in the amount of €92,500,000 pursuant to the Loan Agreement dated January 17, 2003 made to effectuate the forgiveness of such loan;

(vii) sales of securities pursuant to Repurchase Agreements;

(viii) sales, transfers or other dispositions of its Property to an SPE made in compliance with Section 6.14(v);

(ix) transfers from a Subsidiary to the Borrower, from the Borrower to any Guarantor, from a Guarantor to any other Guarantor or from a Non-

Guarantor to the Borrower or a Borrower Subsidiary;

(x) sales or dispositions of the official check business or FSMC, Inc. (or any successor) by the Borrower and the Borrower Subsidiaries;

(xi) the disposition of all or substantially all the assets of the Borrower or any Borrower Subsidiary in a manner permitted pursuant to Section 6.12;

(xii) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;