MoneyGram 2009 Annual Report Download - page 246

Notwithstanding anything to the contrary contained in this Section 6.19, if (i) the Borrower fails to comply with the requirements of Section 6.19.1 or 6.19.2
as of the end of any fiscal quarter and (ii) at any time during such fiscal quarter or thereafter until the date that is 20 days after the date the Borrower is
required to deliver financial statements with respect to such period pursuant to Section 6.1, the Borrower receives a cash contribution to its equity capital in
exchange for common shares of its Capital Stock and gives written notice to the Administrative Agent that such cash contribution has been received and is a
Specified Equity Contribution (any amount so identified, a "Specified Equity Contribution"), then the amount of such Specified Equity Contribution will be
deemed to be an increase to Consolidated EBITDA solely for the purposes of determining compliance with Sections 6.19.1 and 6.19.2 at the end of such fiscal
quarter (and for purposes of determining compliance with future periods that include such fiscal quarter) (but such Specified Equity Contribution shall not be
included for purposes of determining the Basket Amount or other purposes hereunder); provided that (1) in each four fiscal quarter period, there shall be a
period of at least two fiscal quarters in respect of which no Specified Equity Contribution is made and (2) the amount of any Specified Equity Contribution
shall be no greater than the amount required to cause the Borrower to be in compliance with Sections 6.19.1 and 6.19.2. If after giving effect to the foregoing
recalculations the Borrower shall be in compliance with the requirements of Sections 6.19.1 and 6.19.2, the Borrower shall be deemed to have satisfied the
requirements of such covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such
date, and the applicable Default in respect of such covenant that had occurred shall be deemed cured for this purposes of this Agreement. From the date on
which the Borrower gives the Administrative Agent written notice of a Specified Equity Contribution with respect to a fiscal period until the 20th day after
financial statements are required to be delivered pursuant to Section 6.1 for such fiscal period, none of the Administrative Agent, the Collateral Agent, any
Lender or any Secured Party shall exercise any rights or remedies with respect to a breach of Section 6.19.1 or 6.19.2 with respect to such fiscal period, but
any such breach shall not be deemed waived for purposes of Section 4.2 until such Specified Equity Contribution is received by the Borrower.
Section 6.20 Minimum Liquidity Ratio. The Borrower and the Borrower Subsidiaries shall maintain at all times on a consolidated basis a Minimum
Liquidity Ratio of at least 1.00 to 1.00.
Section 6.21 Subsidiary Guarantees. On or before the later of (i) 30 days following the occurrence of the following events or (ii) the first date required for
delivery of the financial statements pursuant to Section 6.1 (i) or (ii) after the occurrence of the following events (or such longer period as the Administrative
Agent may agree), the Borrower shall cause an Authorized Officer of a Wholly-Owned Subsidiary that has become a Material Domestic Subsidiary to execute
and deliver to the Administrative Agent for the benefit of the Lenders a guaranty of the Obligations pursuant to a guaranty substantially similar to the
Guaranty (or a joinder agreement under the Guaranty), all pursuant to documentation (including related certificates, opinions) reasonably acceptable to the
Administrative Agent. The Borrower shall promptly notify the Administrative Agent at which time any Authorized Officer becomes aware that a Wholly-
Owned Subsidiary has become a Material Domestic Subsidiary. Notwithstanding the foregoing, substantially contemporaneously with any Subsidiary
becoming a "Guarantor" (as defined in the Indenture), the Borrower shall cause such Subsidiary to become a Guarantor hereunder pursuant to documentation
as described above. 96