MoneyGram 2009 Annual Report Download - page 490

Section 4.26 Holding Company Covenant.
Holdco and each Holdco Subsidiary (other than the Company and any of its Subsidiaries) shall not engage in any activity or suffer to have any condition
outstanding that would violate the Passive Holding Company Condition.
Section 4.27 Maintenance of Minimum Liquidity Ratio.
The Company and its Subsidiaries shall maintain at all times on a consolidated basis a Minimum Liquidity Ratio of 1.00 to 1.00.
Section 4.28 Specified SRI Subsidiary.
The Company shall (i) within 30 days of the Closing Date, cause to be formed and duly incorporated a Wholly-Owned Subsidiary of the Company (the
"Specified SRI Subsidiary"), for the limited organizational purpose of holding and disposing of the Specified SRIs and distributing the proceeds thereof in
accordance with this Indenture, and not engaging in any other activity, (ii) within 30 days of the Closing Date, transfer to the Specified SRI Subsidiary all of
the Specified SRIs, (iii) not permit the Specified SRI Subsidiary to engage in any other activities or own or acquire any other assets or investments other than
Specified SRIs and cash received from the sale thereof and (iv) not sell or transfer any Specified SRIs except to third parties for cash consideration.
ARTICLE 5
SUCCESSORS
Section 5.01 Merger, Consolidation or Sale of Assets.
The Company may not consolidate or merge with or into (whether or not the Company is the surviving entity), or sell, assign, transfer, convey or otherwise
dispose of all or substantially all the properties or assets of the Company and its Subsidiaries, taken as a whole, in one or more related transactions, to another
Person, unless:
(1) either:
(A) the Company is the surviving company; or
(B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer,
conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state thereof, the District of
Columbia, or any territory thereof (such Person, as the case may be, being herein called the "Successor Company"); provided that in the case where the
Successor Company is not a corporation, a co-obligor of the Notes is a corporation;
(2) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under this Indenture and the Notes
pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;
(3) immediately after such transaction, no Default or Event of Default exists;
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