MoneyGram 2009 Annual Report Download - page 493

(A) is for relief against either of the Company or any of the Company's Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries of
the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case;
(B) appoints a custodian of either of the Company or any of the Company's Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries
of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its
Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary;
or
(C) orders the liquidation of either of the Company or any of the Company's Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries
of the Company that, taken together, would constitute a Significant Subsidiary;
and the order or decree remains unstayed and in effect for 60 consecutive days; or
(8) the Guarantee of any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) shall for any
reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary (or the
responsible officers of any group of Subsidiaries that together would constitute a Significant Subsidiary) of any Guarantor that is a Significant Subsidiary,
as the case may be, denies that it has any further liability under its Note Guarantee or gives notice to such effect, other than by reason of the termination of
the related indenture or the release of any such Note Guarantee in accordance with this Indenture;
(9) for more than 45 days after receipt by the Company or any Company Subsidiary of written notice given by the Trustee (acting at the written
direction of the Required Holders) or actual knowledge of the Company thereof, the representations and warranties of Holdco or the Company contained in
the Note Purchase Agreement, shall be untrue in any respect on and as of the date such representations and warranties were made (without regard to any
qualification of "materiality," "material" or "Material Adverse Effect" contained therein), except where the failure or failures of such representations and
warranties to be true (a) did not have or would not have been reasonably expected to have or has not had an Article 6 Material Adverse Effect, (b) would
not materially impair the ability of Holdco and its Subsidiaries, taken as a whole, to perform their obligations under this Indenture, the Note Purchase
Agreement, the Intercreditor Agreement or any Security Documents, and (c) would not materially impair the rights and remedies of the Initial Purchasers
under this Indenture, the Note Purchase Agreement, the Intercreditor Agreement or any Security Documents, taken as a whole; or
(10) at any time, (i) any Security Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the
terms hereof or thereof and the Intercreditor Agreement or the satisfaction in full of the Obligations under this Indenture and the Notes in accordance with
the terms hereof) or shall be declared null and void, (ii) the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any material
portion of Collateral purported to be covered by the Security Documents with the priority required by the relevant Security Document and the Intercreditor
Agreement, in each case for any reason other than the failure of the Collateral Agent to take any action within its control, or (iii) Holdco or any of its
Subsidiaries shall contest the validity or enforceability of any Security Document in writing or deny in writing that it has any further liability under any
Security Document to which it is a party. 73