MoneyGram 2009 Annual Report Download - page 236

(i) Acquisitions of (or all or substantially all of the assets of) entities engaged in a Similar Business, so long as (A) the acquired entity (x) becomes a
Guarantor in compliance with Section 6.21 and complies with the requirement in Section 6.22 to pledge its assets as Collateral or (y) is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially all its assets to, or is liquidated into, the Borrower or a Guarantor; (B) after
giving effect to such acquisition, the Borrower shall be in compliance with, and, on a pro forma basis, the Borrower would be in compliance therewith for
the previous four fiscal quarters, its covenants in 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) and 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); (C) for any Acquisition with aggregate consideration in excess of $50,000,000, the Borrower shall have
delivered to the Administrative Agent a certificate executed by an Authorized Officer setting forth the calculations demonstrating such compliance and
(D) both before and after giving effect to such acquisition no Default or Unmatured Default exists;
(ii) any Investment arising out of the forgiveness of the loan from MoneyGram Payment Systems, Inc. to MoneyGram International Holdings Limited
in the amount of 92,500,000 Euros pursuant to the Loan Agreement dated January 17, 2003;
(iii) any Investment in the Borrower or any Guarantor;
(iv) any Investments in any Non-Guarantor (other than any SPE) that together with all Investments made pursuant to this clause (iv) after the date
hereof shall not exceed $150,000,000;
(v) any Investments (including Investments outstanding as of the date hereof) in SPEs provided that the total assets of all SPEs shall not exceed
$2,000,000,000 at any one time outstanding;
(vi) any Investment in Cash or Cash Equivalents;
(vii) any Investment in the Restricted Investment Portfolio;
(viii) any Investment existing on the date hereof (excluding assets held by any SPE) or made pursuant to legally binding written commitments in
existence on the date hereof which, in either case, is set forth in all material respects on Schedule 6.14(viii), and any Investment that replaces, refinances or
refunds any such Investment; provided that such replacing, refinancing or refunding Investment is in an amount that does not exceed the amount replaced,
refinanced or refunded, and is made in the same Person as the Investment replaced, refinanced or refunded;
(ix) loans and advances to employees, directors, managers or consultants of Holdco, the Borrower or any of the Borrower Subsidiaries for reasonable
and customary business related travel expenses, moving expenses and similar expenses, in each case incurred in the ordinary course of business whether or
not consistent with past practice, and payroll advances; 86