MoneyGram 2009 Annual Report Download - page 228

In addition, Holdco will not make any Restricted Payment in excess of the sum of (A) the aggregate amount of Restricted Payments received by Holdco
from the Borrower in accordance with this Section 6.10 after the Effective Date, (B) the aggregate amount of capital contributions or proceeds from issuances
of Capital Stock (valued in each case at fair market value at the time received in case of non-cash contributions) received by Holdco after the Effective Date
and (C) the aggregate amount of interest or gains of Holdco on investments by Holdco of such Restricted Payments, contributions or proceeds permitted by
the Passive Holding Company Condition; provided, however, that Holdco may also make Restricted Payments of the types permitted by the Borrower
pursuant to Sections 6.10(i), (ii) and (iii).
Section 6.11 Indebtedness. The Borrower will not, nor will it permit any Borrower Subsidiary to, create, incur or suffer to exist any Indebtedness, nor will
it permit any Borrower Subsidiary to issue preferred stock (other than shares of preferred stock of a Borrower Subsidiary issued to the Borrower or a
Subsidiary Guarantor), except:
(i) Obligations of the Loan Parties under the Loan Documents;
(ii) Indebtedness existing on the Effective Date and described in all material respects in Schedule 6.11;
(iii) Indebtedness arising under the Second Lien Documents not exceeding (A) $500,000,000 in aggregate principal amount (or, if less, the initial
aggregate principal amount of such Indebtedness on the Effective Date) minus (B) the aggregate amount of all principal repayments of such Indebtedness
after the Effective Date;
(iv) after the first anniversary of the Effective Date, and provided the Financial Condition is satisfied at such time, the Borrower may incur Indebtedness
and any Subsidiary Guarantor or any Non-Guarantor may incur Indebtedness (in respect of all Non-Guarantors in an aggregate amount of Indebtedness
outstanding not to exceed at any time $10,000,000);
(v) Indebtedness or preferred stock of (A) the Borrower or a Guarantor incurred to finance an acquisition permitted hereunder or (B) Persons that are
acquired by the Borrower or a Guarantor or merged into the Borrower or a Guarantor in accordance with the terms of this Agreement; provided, however,
that after giving effect to such acquisition or merger, the Borrower is in pro forma compliance with the Senior Secured Debt Ratio set forth in Section
6.19.2 (or, prior to March 31, 2009, the Senior Secured Debt Ratio shall not exceed 7.0 to 1.0);
(vi) Indebtedness incurred by the Borrower or any Borrower Subsidiary constituting reimbursement obligations with respect to letters of credit issued in
the ordinary course of business in respect of workers' compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding
workers' compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations
are reimbursed within 30 days following such drawing or incurrence; 78