MoneyGram 2009 Annual Report Download - page 227

(D) such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the
Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;
(vii) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Capital Stock of the Borrower or any
direct or indirect parent of the Borrower held by any current or former employee, director, manager or consultant of the Borrower, any Borrower
Subsidiary or any direct or indirect parent of the Borrower (or their respective estates, heirs, beneficiaries, transferees, spouses or former spouses) pursuant
to any management equity plan or stock option plan or any other management or employee benefit plan or similar agreement; provided, that the aggregate
amount of Restricted Payments made pursuant to this clause (vii) in any four-fiscal quarter period shall not exceed $5,000,000 as of the last day of such
four-fiscal quarter period;
(viii) a Restricted Payment by the Borrower or the Borrower Subsidiaries which together with (A) the aggregate amount of all other Restricted
Payments made by the Borrower and the Borrower Subsidiaries after the date hereof (excluding Restricted Payments permitted by clauses (ii), (iii), (iv),
(v)(A), (vi), (vii), (x) and (xi) of this Section 6.10), (B) the aggregate amount of all Investments made by the Borrower and the Borrower Subsidiaries
pursuant to Section 6.14(xiv) after the date hereof and (C) the aggregate amount of all payments of Second Lien Indebtedness made pursuant to
Section 6.17(ii)(C) after the date hereof, is less than the Basket Amount at such time;
(ix) other Restricted Payments which, when aggregated with all other Restricted Payments made pursuant to this clause (ix) after the date hereof and all
payments of Second Lien Indebtedness made pursuant to Section 6.17(ii)(D) after the date hereof, do not exceed $25,000,000;
(x) the declaration and payment of dividends or distributions to holders of any class or series of preferred stock of any Borrower Subsidiary issued in
accordance with Section 6.11; and
(xi) so long as the Term B Balance is at such time no greater than $200,000,000, Restricted Payments which, when aggregated with all other Restricted
Payments made pursuant to this clause (xi) after the date hereof, do not exceed the sum of (A) the lesser of (1) the aggregate Excess Specified Security
Sale Proceeds received by the Borrower or a Borrower Subsidiary after February 29, 2008 minus $50,000,000 and (2) $62,500,000 plus (B) 50% of the
difference (if greater than zero) of (1) the aggregate Excess Specified Security Sale Proceeds received by the Borrower or a Borrower Subsidiary after
February 29, 2008 minus (2) $112,500,000.
Notwithstanding the foregoing, the making of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the
date of declaration of the dividend or distribution or giving of the redemption notice, as applicable, will not be prohibited if, at the date of declaration or notice
such payment or redemption would have complied with the provisions of this Agreement.
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