MoneyGram 2009 Annual Report Download - page 249

Section 7.7 Involuntary Proceedings. Without the application, approval or consent of Holdco or any of its Subsidiaries, a receiver, trustee, examiner,
liquidator or similar official shall be appointed for Holdco or any of its Subsidiaries or any Substantial Portion of its Property, or a proceeding described in
Section 7.6(iv) shall be instituted against Holdco or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues
undismissed or unstayed for a period of 45 consecutive days.
Section 7.8 Judgments. Holdco or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more judgments or orders for
the payment of money in excess of $15,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate.
Section 7.9 Unfunded Liabilities; Reportable Event. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $125,000,000 or
any Reportable Event shall occur in connection with any Single Employer Plan that could reasonably be expected to have a Material Adverse Effect.
Section 7.10 Change in Control. Any Change in Control shall occur.
Section 7.11 Withdrawal Liability. Holdco or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan
that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to
Multiemployer Plans by Holdco or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification) could
reasonably be expected to have a Material Adverse Effect.
Section 7.12 Guaranty. The Guaranty shall fail to remain in full force or effect (other than by reason of a release of a Guarantor in accordance with the
terms hereof and thereof) or any Guarantor shall assert in writing the invalidity or unenforceability of the Guaranty, or any Guarantor shall deny in writing
that it has any further liability under any guaranty of the Obligations to which it is a party, or shall give notice to such effect.
Section 7.13 Collateral Documents. Any Collateral Document shall cease to be in full force and effect (other than by reason of a release of Collateral in
accordance with the terms hereof or thereof), or shall cease to give the Collateral Agent for the benefit of the Secured Parties the Liens, rights, powers and
privileges purported to be created thereby, except to the extent such failure results from any act or omission of the Collateral Agent, the Administrative Agent
or any Lender.
Section 7.14 Events Not Constituting Default. Notwithstanding the provisions of Sections 7.1 and 7.4, (i) any breach of any representation and warranty
made hereunder or under or in connection with any Loan Document, (ii) any falsity of any certificate or information required to be delivered under any Loan
Document or (iii) any breach under Section 7.4 (other than such a breach arising out of a breach of Section 6.20 after the Effective Date) of this Agreement or
any other Loan Document that, in the case of each of clauses (i) through (iii) above, arises, directly or indirectly, out of the restatement of the consolidated
financial statements of Holdco and its Subsidiaries heretofore delivered or of Holdco and its Subsidiaries
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