MoneyGram 2009 Annual Report Download - page 464

appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate upon receipt of an Authentication Order definitive Notes in exchange for temporary Notes.
Holders, and beneficial holders, as the case may be, of temporary Notes will be entitled to all of the benefits of this Indenture.
Section 2.11 Cancellation.
The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the discretion of the Trustee, the Registrar or the Paying Agent and
no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of canceled Notes in
accordance with its customary procedures (subject to the record retention requirement of the Exchange Act). The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for cancellation.
Section 2.12 Defaulted Interest.
If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in
Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the
proposed payment. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall
be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Company of such special record date.
At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the
Company) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that
states the special record date, the related payment date and the amount of such interest to be paid.
Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Note shall cany the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.
Section 2.13 Calculation of Principal Amount of Notes.
The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes, including any increase in the
principal amount thereof as a result of a PIK Payment, at such date of determination. With respect to any matter requiring consent, waiver, approval or other
action of the Holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of
determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented by (b) the aggregate
principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence,
Section 2.08 and Section 2.09 of this Indenture. Any such calculation made pursuant to this Section 2.13 shall be made by the Company and delivered to the
Trustee pursuant to an Officer's Certificate. 44