MoneyGram 2009 Annual Report Download - page 231

(xvii) Repurchase Agreements with maturities of less than 30 days (and excluding Indebtedness incurred pursuant to clause (xvi) above) which at any
one time outstanding do not exceed $100,000,000;
(xviii) Indebtedness (including Capitalized Lease Obligations) and preferred stock incurred by the Borrower or any Subsidiary Guarantor, the proceeds
of which are applied to finance the development, construction, purchase, lease, repairs, additions or improvement of property (real or personal), equipment
or other fixed or capital assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any
Person owning such assets, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness and preferred
stock then outstanding and incurred pursuant to this clause (xviii) and including all Indebtedness and preferred stock incurred to refund, refinance or
replace any other Indebtedness incurred pursuant to this clause (xviii), does not exceed $10,000,000;
(xix) (A) Indebtedness or preferred stock in an aggregate amount outstanding at any time not to exceed $75,000,000 of the Borrower or of a Subsidiary
Guarantor owing to a Non-Guarantor (other than an SPE) that is subordinated in right of payment to the Obligations of such Borrower or Subsidiary
Guarantor and (B) Indebtedness or preferred stock in an aggregate amount outstanding at any time not to exceed $75,000,000 of a Non-Guarantor (other
than an SPE) owing to the Borrower or to a Subsidiary Guarantor; provided, that any subsequent transfer of any such Indebtedness or preferred stock
(except to the Borrower or a Borrower Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness that was not permitted by this
clause (xix); and
(xx) Indebtedness or preferred stock of the Borrower or any Subsidiary Guarantor not otherwise permitted hereunder in an aggregate principal amount
or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness or preferred stock then
outstanding and incurred pursuant to this clause (xx), does not at any one time outstanding exceed $100,000,000.
Without limiting the generality of the foregoing, neither the Borrower nor any Borrower Subsidiary shall incur or have outstanding any Indebtedness to the
SPEs.
For purposes of determining compliance with this Section 6.11: (i) in the event that an item of Indebtedness or preferred stock (or any portion thereof)
meets the criteria of more than one of the categories of permitted Indebtedness or preferred stock described in clauses (i) through (xx) above, the Borrower, in
its sole discretion, may classify or reclassify such item of Indebtedness or preferred stock (or any portion thereof) and will only be required to include the
amount and type of such Indebtedness or preferred stock in one of the above clauses; and (ii) at the time of incurrence or reclassification, the Borrower will be
entitled to divide and classify an item of Indebtedness or preferred stock in more than one of the types of Indebtedness or preferred stock described in clauses
(i) through (xx) above.
Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness will not be deemed to be
an incurrence of Indebtedness for purposes of this Section 6.11. 81