MoneyGram 2009 Annual Report Download - page 467

notice of redemption may not be conditional, except as provided in Section 3.07(d). The notice, if mailed in a manner herein provided, shall be conclusively
presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the
Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject
to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption.
Section 3.05 Deposit of Redemption or Purchase Price.
Prior to 10:00 a.m. (New York City time) on the Redemption Date or purchase date, the Company will deposit with the Trustee or with the Paying Agent
money sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent will promptly and in any event within two Business Days, return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest on, all Notes to be
redeemed or purchased.
If the Company complies with the provisions of the preceding paragraph, on and after the Redemption Date or purchase date, interest will cease to accrue
on the Notes or the portions of Notes called for redemption, whether such Notes are presented for payment. If a Note is redeemed or purchased on or after a
Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the Redemption Date shall be paid to the Person in
whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase is not so paid upon
surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the Redemption Date or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date not
paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.
Section 3.06 Notes Redeemed or Purchased in Part.
Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note
surrendered. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or
Officer's Certificate of the Company is required for the Trustee to authenticate such new Note.
Section 3.07 Optional Redemption,
(a) At any time prior to the fifth anniversary of the Closing Date, the Company may on any one or more occasions redeem all or any part of the Notes,
upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the then outstanding principal amount plus the Applicable
Premium as of the date of redemption (the "Redemption Date") and, without duplication, accrued and unpaid interest to (but not including) the Redemption
Date, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(b) Except pursuant to clause (a) or (d) of this Section 3.07, the Notes will not be redeemable at the Company's option prior to the fifth anniversary of the
Closing Date. 47