MoneyGram 2009 Annual Report Download - page 381

in favor of the Collateral Agent, for the benefit of the Collateral Agent and the Purchasers securing the Obligations (as defined in the Security Documents),
enforceable against Holdco, the Company and their respective Subsidiaries, as applicable, except as the enforceability thereof may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity,
which Security Documents and Collateral shall be substantially similar to the Security Documents (as defined in the Company Credit Facilities) and Collateral
(as defined in the Company Credit Facilities) provided to the Lenders (as defined in the Company Credit Facilities) under the Company Credit Facilities and
shall be in form and substance satisfactory to the Initial Purchasers in their reasonable discretion.
3.17. Bank Clearing Arrangements.
The Company and Holdco shall have demonstrated to the reasonable satisfaction of the Initial Purchasers that adequate bank clearing arrangements are in
effect on the Closing Date.
3.18. Company Credit Facilities.
(a) Holdco shall not have incurred (or become obligated to incur) fees of more than $5,375,000 relating to the transactions described in Section 1.2(c)(iv)
of the Equity Purchase Agreement (other than clauses (D) and (E)) of the Equity Purchase Agreement plus annual administrative agency fees in an amount not
exceeding $150,000 per annum payable quarterly; and
(b) the Applicable Margin (as defined in Schedule D to the Equity Purchase Agreement) on the Term B Loans (as defined in Schedule D to the Equity
Purchase Agreement) shall not have been increased by more than 1.625% per annum (all of which may take the form of original issue discount over a four-
year life to maturity (i.e. 6.5% or $16,250,000)); provided that any increase shall have been necessary in the reasonable discretion of the Lead Arranger (as
defined in Schedule D to the Equity Purchase Agreement) to place the Term B Loans and the Lead Arranger shall first consider (in consultation with Holdco
and the Investors) using increases in the margin prior to imposing original issue discount.
3.19. New York Stock Exchange.
Holdco shall have received confirmation from the New York Stock Exchange, and such confirmation shall not have been withdrawn, that the issuance of
the Series B Preferred Shares and the Series B-1 Preferred Shares and the transactions contemplated by the Transaction Documents are in compliance with the
New York Stock Exchange's shareholder approval policy and that Holdco has properly, and without condition, obtained an exception under Para. 312.05 of
the New York Stock Exchange. Listed Company Manual to issue the Series B Preferred Shares and the Series B-1 Preferred Shares without obtaining
approval of the stockholders of Holdco.
3.20. Notice to Stockholders.
Holdco shall have properly provided notice to the stockholders of Holdco that Holdco will issue the Series B Preferred Shares and the Series B-l Preferred
Shares without obtaining stockholder approval as required by, and in compliance with, Para. 312.05 of the New York Stock Exchange Listed Company
Manual, and the ten (10) day notice period set forth in Para. 312.05 of the New York Stock Exchange Listed Company Manual shall have passed after such
notice has been properly provided. 19