MoneyGram 2009 Annual Report Download - page 229

(vii) Indebtedness arising from agreements of the Borrower or a Borrower Subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Borrower Subsidiary, other than
guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Borrower Subsidiary for the purpose of
financing such acquisition; provided, however, that:
(A) such Indebtedness is not reflected on the balance sheet of the Borrower or any Borrower Subsidiary (contingent obligations referred to in a
footnote to financial statements and not otherwise reflected on the balance sheet will be deemed to be reflected on such balance sheet for purposes of
this clause (vii)(A)); and
(B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the
fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually
received by the Borrower or any Borrower Subsidiary in connection with such disposition;
(viii) (A) Indebtedness of the Borrower to a Guarantor or (B) Indebtedness of a Subsidiary Guarantor to the Borrower or another Subsidiary Guarantor;
provided that any such Indebtedness is made pursuant to an intercompany note; provided, further, that any subsequent transfer of any such Indebtedness
(except to the Borrower or another Subsidiary Guarantor) shall be deemed, in each case, to be an incurrence of such Indebtedness that was not permitted by
this clause (viii);
(ix) the guarantee by the Borrower or any of the Subsidiary Guarantors of Indebtedness of the Borrower or a Borrower Subsidiary that was permitted to
be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to the Obligations, then the guarantee
shall be subordinated to the same extent as the Indebtedness guaranteed;
(x) the incurrence by the Borrower or any Borrower Subsidiary of Indebtedness or issuance of preferred stock that serves to extend, refund, refinance,
renew, replace or defease any Indebtedness or preferred stock incurred or issued as permitted under clause (ii) or (iv) above, this clause (x) or any
Indebtedness or preferred stock incurred or issued to so refund or refinance such Indebtedness or preferred stock (the "Refinancing Indebtedness") prior to
its respective maturity; provided, however, that such Refinancing Indebtedness:
(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted
Average Life to Maturity of the Indebtedness or preferred stock being refunded or refinanced;
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