MoneyGram 2009 Annual Report Download - page 480

(7) Indebtedness arising from agreements of the Company or a Company 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 Company Subsidiary, other than
guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Company Subsidiary for the purpose of
financing such acquisition; provided, however, that:
(A) such Indebtedness is not reflected on the balance sheet of the Company or any Company 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 (7)(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 Company or any Company Subsidiary in connection with such disposition;
(8) (A) Indebtedness or preferred stock of the Company to a Guarantor or (B) Indebtedness of a Subsidiary Guarantor to the Company 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 Company or another Subsidiary Guarantor) shall be deemed, in each case, to be an incurrence of such Indebtedness that was
not permitted by this clause (8);
(9) (A) Indebtedness or preferred stock in an aggregate amount outstanding at any time not to exceed $75.0 million of the Company or of a Subsidiary
Guarantor owing to a Non-Guarantor (other than an SPE) that is subordinated in right of payment to the Note Guarantee of such Subsidiary Guarantor on
terms satisfactory to the Initial Purchasers and (B) Indebtedness or preferred stock in an aggregate amount outstanding at any time not to exceed $75.0 million
of a Non-Guarantor (other than an SPE) owing to the Company or to a Subsidiary Guarantor; provided, that any subsequent transfer of any such Indebtedness
or preferred stock (except to the Company or another Company Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness that was
not permitted by this clause (9);
(10) shares of preferred stock of a Company Subsidiary issued to the Company or a Subsidiary Guarantor; provided that any subsequent transfer of any
such shares of preferred stock (except to the Company or another Company Subsidiary) shall be deemed in each case to be an issuance of such shares of
preferred stock that was not permitted by this clause (10);
(11) Indebtedness incurred by the Company or a Subsidiary Guarantor in respect of interest rate and/or currency Hedging Obligations of the Company and
any Guarantor not entered into for speculative purposes or having the effect of a borrowing;
(12) the guarantee by the Company or any of the Subsidiary Guarantors of Indebtedness of the Company or a Company Subsidiary that was permitted to be
incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to the Notes, then the guarantee shall be
subordinated to the same extent as the Indebtedness guaranteed;
(13) the incurrence by the Company or any Company Subsidiary of Indebtedness, Disqualified Stock or preferred stock that serves to extend, refund,
refinance, renew, replace or 60