MoneyGram 2009 Annual Report Download - page 242

(viii) transactions in existence as of the Effective Date set forth in all material respects on Schedule 6.16;
(ix) payments or loans (or cancellation of loans) to employees of the Borrower, employees of any direct or indirect parent of the Borrower or employees
of any Borrower Subsidiary and employment agreements, severance agreements, stock option plans and other similar arrangements with such employees
which, in each case are approved by the disinterested members of the board of directors of the Borrower in good faith that are not otherwise prohibited by
this Agreement;
(x) the Transactions and the payment of all fees and expenses related to the Transactions;
(xi) the payment of reasonable charges for travel in the ordinary course of business by any officer, director, manager, employee, agent, consultant,
Affiliate or advisor of the Borrower or any Borrower Subsidiary;
(xii) any Restricted Payments permitted under Section 6.10 (other than pursuant to Section 6.10(viii)); and
(xiii) sales of accounts receivable, or participations therein, in connection with any Receivables Transaction permitted by this Agreement.
Section 6.17 Amendments to Agreements; Prepayments of Second Lien Debt.
(i) Holdco will not, and will not permit any of its Subsidiaries to, amend or terminate the Separation Agreements, the Equity Purchase Agreement, the
Note Purchase Agreement, the Indenture, the certificates of designation with respect to the Series B Preferred Stock, the Series B-l Preferred Stock or the
Series D Preferred Stock, in each case as defined in, and attached as an exhibit to, the Equity Purchase Agreement, the organizational documents of the
Borrower or any Borrower Subsidiary or any documents with respect to Subordinated Debt which is Material Indebtedness, in each case in any manner
which could reasonably be expected to be materially adverse to the interests of the Lenders.
(ii) The Borrower will not, and will not permit any Borrower Subsidiary to, make any optional prepayments of the Second Lien Indebtedness other than
(A) any optional prepayment made by exchange for, or out of the proceeds of, any Refinancing Indebtedness; (B) any optional prepayment made out of the
proceeds of sales of Capital Stock of the Borrower or any direct or indirect parent of the Borrower and/or any contributions received by them;
(C) prepayments in an amount which, together with (1) the aggregate amount of all 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 Section 6.10), (2) 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 (3) the
aggregate amount of all other payments of Second Lien Indebtedness made pursuant to this Section 6.17(ii)(C) after the date hereof, is less than the Basket
Amount at such time; (D) prepayments in an amount which, when 92