MoneyGram 2009 Annual Report Download - page 491

(4) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter
period (A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test or Fixed
Charge Coverage Ratio test, as applicable, set forth in Section 4.09(a) hereof, or (B) the Leverage Ratio or Fixed Charge Coverage Ratio, as applicable,
would be no more than (or no less than, as applicable) such ratio immediately prior to the transaction (it being understood that any incremental
Indebtedness of the Successor Company must independently be permitted to be incurred pursuant to Section 4.09);
(5) each Guarantor, unless it is the other party to the transactions described above or is being released as part of the transaction, in which case
Section 10.04(1)(b) shall apply, shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Person's obligations under this
Indenture and the Notes; and
(6) the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or
transfer and such supplemental indentures, if any, comply with the provisions described in this paragraph.
The Successor Company will succeed to, and be substituted for the Company under this Indenture and the Notes. Any Company Subsidiary may
consolidate with, merge into or transfer all or part of its properties and assets to the Company or to another Company Subsidiary. In addition, the Company
will not, directly or indirectly, lease all or substantially all the properties and assets of the Company and the Company Subsidiaries taken as a whole, in one or
more related transactions, to any other Person, other than the sublease by the Company of its offices to one or more Persons.
Notwithstanding the foregoing, the Transactions will be permitted without compliance with this Section 5.01.
Section 5.02 Successor Corporation Substituted,
Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or
assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such
consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall refer instead to the successor Person and not to the Company), and may exercise
every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case
of a sale of all of the Company's assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.
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