MoneyGram 2009 Annual Report Download - page 494

Notwithstanding the foregoing provisions of this Section 6.01, (i) any failure of any representation and warranty of the Company contained in the Note
Purchase Agreement to be true, (ii) any falsity of any certificate or information required to be delivered under the Note Purchase Agreement, or (iii) any
default under Section 6.01(3) (other than such a breach arising out of a breach of Section 4.27 after the Closing Date) of this Indenture, the Note Purchase
Agreement or any Security Document, that, in the case of each of clauses (i) through (iii) above, arises, directly or indirectly, out of the restatement of the
consolidated financial statements of Holdco and its Subsidiaries heretofore delivered or of Holdco and its Subsidiaries or the Company and its Subsidiaries
required to be delivered to the Trustee under this Indenture (such financial statements so restated, the "Restated Financial Statements") as a result of (x) the
historical valuation, accounting and/or processes related to the investment portfolio of Holdco and its Subsidiaries, in each case for fiscal periods ended prior
to the Closing Date or (y) the February 11, 2008 SEC non-public inquiry to Holdco, shall in no event constitute a Default or an Event of Default under this
Indenture; provided, however, that (A) the Company furnishes to the Trustee the Restated Financial Statements promptly after the public filing thereof; (B) in
the event of a breach described in clause (iii) of this paragraph consisting of any failure to deliver financial statements required by Section 4.03(a)(1) or (2) to
be delivered for periods ending after the earliest period for which financial statements are being restated (the "Subsequent Financial Statements"), (x) the
Company furnishes to the Trustee the Subsequent Financial Statements not later than the earlier of (1) the public filing thereof and (2) the date that is 45 days,
in the case of any delivery of financial statements for the first three fiscal quarters of any fiscal year, or 60 days, in the case of financial statements for any
fiscal year ended after the public filing of the Restated Financial Statements for the earliest period as to which a restatement has occurred, (y) during such
period for which the Subsequent Financial Statements or related audit report, if applicable, required by Section 4.03(a)(1) or (2) were not available (which
period shall in no event extend beyond the dates set forth in clause (x) above), the Company furnishes to the Trustee, in lieu thereof, internal unaudited annual
financial statements and internal unaudited quarterly financial statements within the time periods set forth in Section 4.03(a)(1) and (2) respectively which are
prepared on a consistent basis as internal unaudited financial statements prepared by Holdco and its Subsidiaries or the Company and its Subsidiaries, as the
case may be, which shall be certified by a principal financial officer as fairly presenting, in all material respects, the consolidated financial condition and
operations at such date and the consolidated results of operations for the period then ended but in all respects subject to the effect of adjustments for any
pending restatement and the failure of such items to so present, in all material respects, such consolidated financial condition and operations and such
consolidated results of operations shall not constitute a Default or Event of Default under this Indenture or the Note Purchase Agreement, and (z) within one
year of the date an audit report would be due under Section 4.03(a)(1) with respect to Subsequent Financial Statements for any fiscal year, the Company
delivers to the Trustee an audit report as required by Section 4.03(a)(l) with respect to the applicable Subsequent Financial Statements (which audit report
may include a qualification relating to any pending restatement described above and which qualified report shall not constitute a Default or Event of Default
under this Indenture or the Note Purchase Agreement.
Section 6.02 Acceleration.
In the case of an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to the Company, any Company Subsidiary that is a
Significant Subsidiary or any group of Company Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will
become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee acting at the written
direction of the Required Holders or the Required Holders may declare all the Notes to be due and payable immediately by notice to the Company and the
Trustee, specifying the Event of Default.
Upon any such declaration, the Notes shall become due and payable immediately.
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