MoneyGram 2009 Annual Report Download - page 510

In the event that the Company creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.25 hereof, the Company
will cause such Domestic Subsidiary to comply with the provisions of Section 4.25 hereof and this Article 10, to the extent applicable.
Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.
Except as otherwise provided in Section 10.05 hereof, no Guarantor will, and the Company will not permit any Guarantor to, consolidate or merge with or
into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all its properties or assets in one or more related transactions, to any Person unless:
(1) (a) such Guarantor is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or
to which such sale, assignment, transfer, lease, conveyance or other disposition will have 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 Guarantor or such Person, as the case
may be, being herein called the "Successor Person");
(b) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such
Guarantor's Note Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the
Trustee;
(c) immediately after such transaction, no Default or Event of Default exists; and
(d) 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 this Indenture; or
(2) the transaction is made in compliance with Section 4.10 hereof.
In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor
with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees
to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the
Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter
issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.
Except as set forth in Articles 4 and 5 hereof, and notwithstanding clause 2 above, nothing contained in this Indenture or in any of the Notes will prevent
any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.
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