MoneyGram 2009 Annual Report Download - page 226

exchangeable for Capital Stock of the Borrower or any direct or indirect parent of the Borrower; and
(I) amounts paid to Borrower by or withheld by Borrower from Borrower employees' and officers' compensation to the minimum extent necessary to
settle Borrower employees' and officers' (1) federal, state and income tax liabilities (if any) related to restricted stock units and similar stock based
awards under Holdco's stock incentive plan or (2) option price payments owed by employees and officers with respect thereto, and Holdco shall apply
such amounts to make required federal, state and income tax payments or to settle option price payments owed by Borrower employees and officers
with respect thereto;
(v) a Restricted Payment with respect to the payment of (A) any litigation expenses, judgments or settlement of any litigation of any direct or indirect
parent of the Borrower or (B) indemnification obligations of any direct or indirect parent of the Borrower owing to directors, officers or employees under
its charter or by-laws, in respect of a settlement to the extent such payments represent indirect payment obligations of the parent; provided, however, that
after giving effect to each Restricted Payment under this clause (v) the Borrower would be in pro forma compliance with Sections 6.19.1 (or, prior to
March 31, 2009, as if the ratio specified in such Section were at such time in effect and required to be no less than 1.50 to 1.0), 6.19.2 (or, prior to
March 31, 2009, as if the Senior Secured Debt Ratio were at such time in effect and required to be no greater than 7.0 to 1.0) and 6.20;
(vi) the defeasance, redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Borrower made by exchange for, or
out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Borrower, as the case may be, that is incurred in compliance with
Section 6.11 so long as:
(A) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount plus any accrued and
unpaid interest on the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium
required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and
any fees and expenses incurred in the issuance of such new Indebtedness;
(B) such Indebtedness is subordinated to the Obligations at least to the same extent as such Subordinated Indebtedness so purchased, exchanged,
redeemed, repurchased, acquired or retired for value;
(C) such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness
being so redeemed, repurchased, acquired or retired; and 76