MoneyGram 2009 Annual Report Download - page 225

Borrower; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (ii) of the
definition of Basket Amount;
(iii) repurchases of Capital Stock deemed to occur upon exercise of stock options or warrants if such Capital Stock represents a portion of the exercise
price of such options or warrants;
(iv) the declaration and payment of dividends or distributions by the Borrower, or the making of loans by the Borrower, to its direct or indirect parent,
in amounts required for either of their respective direct or indirect parent to actually pay the following:
(A) franchise and excise taxes and other fees, taxes and expenses required to maintain their corporate existence;
(B) foreign, federal, state and local income or franchise taxes, to the extent such income or franchise taxes are attributable to the income of the
Borrower and the Borrower Subsidiaries;
(C) general corporate expenses related to third party audit, insurance legal and similar administrative expenses of any direct or indirect parent of the
Borrower, including customary expenses for a public holding company;
(D) customary salary, bonus, contributions to pension and 401(k) plans, deferred compensation and other benefits payable to directors, officers and
employees of any direct or indirect parent of the Borrower to the extent such amounts are attributable to the ownership or operation of the Borrower and
the Borrower Subsidiaries (other than pursuant to clause (vii) of this Section 6.10);
(E) indemnification obligations of any direct or indirect parent of the Borrower owing to directors, officers, employees or other Persons (including,
without limitation, the Sponsors) under its charter or by-laws or pursuant to written agreements with such Person, or obligations in respect of director
and officer insurance (including any premiums therefor); provided, however, that any indemnities owing to the Sponsors pursuant to the Equity
Purchase Agreement shall only be permitted under this clause (E) to the extent such indemnities are as a result of third party claims relating to the
Transactions; and provided, further, that no Restricted Payment may be made pursuant to this clause (E) to the extent such Restricted Payments are
covered by clause (v)(B) below;
(F) fees and expenses incurred in connection with the Transactions;
(G) amounts required to be paid by Holdco in connection with clause (iv) of the definition of Permitted Holdco Indebtedness;
(H) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or
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