MoneyGram 2009 Annual Report Download - page 488

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer's Certificate stating the aggregate principal
amount of Notes or portions of Notes being purchased by the Company.
The Paying Agent will promptly mail (but in any case within five days after the Change of Control Payment Date) to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will notify the Holders of the
Notes of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this
Section 4.15 and Section 3.09 hereof and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of
redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.
Section 4.16 [Reserved]
Section 4.17 Payments for Consent.
The Company will not, and will not permit any Company Subsidiary to, directly or indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of Notes in consideration for or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is concurrently offered to be paid or is concurrently paid to all Holders of the Notes that
consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.
Section 4.18 Investments in Respect of Payment Services Obligations.
The Company shall at all times ensure that the Restricted Investment Portfolio shall consist solely of (i) Highly Rated Investments, (ii) Accounts
Receivable, (iii) Scheduled Restricted Investments and (iv) interest rate Hedging Obligations that relate to Highly Rated Investments and Payment Service
Obligations, in each case not subject to any Liens other than Liens set forth in clauses (v), (x), (y), (aa), (cc), (dd) and (ee) of the definition of Permitted Liens.
Section 4.19 Lead Sponsor Equity Anti-Layering.
(a) All present or future Indebtedness of the Company or Guarantors issued to or acquired by the Lead Sponsor or its Affiliates shall not be subject to
amortization or repayment prior to 6 months after the maturity of the Notes and be subordinated to the Notes pursuant to a subordination agreement
reasonably acceptable to the Initial Purchasers (which shall prohibit any enforcement action on such Indebtedness so long as the Notes are outstanding) and
(b) no present or future Indebtedness of any Non-Guarantor may 68