MoneyGram 2009 Annual Report Download - page 477

forth in the definition of Minimum Liquidity Ratio) over Payment Service Obligations shall not be less than $75.0 million;
provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clause (b) (other than clauses (b)(7)(A), (b)(7)(B),
(b)(7)(C), (b)(7)(D), (b)(7)(E) or (b)(7)(I)), no Event of Default shall have occurred and be continuing or would occur as a consequence thereof,
Section 4.08 Dividend and Other Payment Restrictions Affecting Company Subsidiaries.
(a) The Company will not, and will not permit any Company Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or consensual restriction on the ability of any such Company Subsidiary to:
(1) (A) pay dividends or make any other distributions to the Company or any Company Subsidiary on its Capital Stock or with respect to any other
interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company or any Company Subsidiary;
(2) make loans or advances to the Company or any Company Subsidiary; or
(3) sell, lease or transfer any of its properties or assets to the Company or any Company Subsidiary.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect on the date hereof including, without limitation, pursuant to the Credit Agreement (as in effect on
the date hereof) and their related documentation and Hedging Obligations;
(2) this Indenture, the Notes and the Note Guarantees;
(3) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions of
the nature discussed in clause (3) above on the property so acquired;
(4) applicable law or any applicable rule, regulation or order or similar restriction;
(5) any agreement or other instrument of a Person acquired by the Company or any Company Subsidiary in existence at the time of such acquisition
(but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other
than the Person, or the property or assets of the Person, so acquired;
(6) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Company Subsidiary pursuant to an agreement
that has been entered into relating to the sale or disposition of all or substantially all the Capital Stock or assets of that Company Subsidiary;
(7) secured debt otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 hereof that limit the right of the debtor to dispose of the assets
securing such Indebtedness; 57