MoneyGram 2009 Annual Report Download - page 486

(8) as otherwise permitted herein, payments or loans (or cancellation of loans) to employees of the Company, any of its direct or indirect parent or any
of its Subsidiaries and employment agreements, severance arrangements, stock option plans and other similar arrangements with such employees which, in
each case, are approved by the disinterested members of the Board of Directors of the Company in good faith that are not otherwise prohibited by this
Indenture.
Section 4.12 Liens.
The Company will not, and will not permit any Company Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien, except
Permitted Liens.
Section 4.13 Management Fees and Reimbursement of Expenses of Sponsors.
The Company will not pay any management fees to the Lead Sponsor or its Affiliates. The Company may reimburse the Sponsors or their Affiliates for
expenses in accordance with the provisions of the Equity Purchase Agreement, as in effect on the date hereof.
Section 4.14 Corporate Existence.
Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:
(1) either its corporate existence or a limited liability company existence, and, with respect to each of the Company Subsidiaries, any corporate, limited
liability company, partnership or other existence, in accordance with the respective organizational documents (as the same may be amended from time to
time) of the Company or any such Subsidiary (for the avoidance of doubt, this Section 4.14 shall not prevent the Company and its Subsidiaries from
converting their corporate existence into limited liability companies); and
(2) the rights (charter and statutory), licenses and franchises of the Company and the Company Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of their Subsidiaries, if the Board of
Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.
If the Company amends its organizational documents to effectuate a name change, the Company shall provide written notice to the Trustee within 30 days
of such name change.
Section 4.15 Offer to Repurchase Upon Change of Control.
(a) Upon the occurrence of a Change of Control, the Company will make an offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; or if PIK. Interest is paid, a minimum of $1.00 and integral
multiples of $1.00) of that Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and
unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on
the relevant Interest Payment Date (the "Change of Control Payment"). Within
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