MoneyGram 2009 Annual Report Download - page 241

(xxvi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods in the ordinary course of business;
(xxvii) Liens securing not in excess of $300,000,000 of Receivables Transaction Attributed Indebtedness; and
(xxviii) other Liens not otherwise permitted by this Section 6.15 securing obligations not at any time exceeding $100,000,000 in the aggregate.
Section 6.16 Affiliates. The Borrower will not, and will not permit any Borrower Subsidiary to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Borrower, except:
(i) on terms not materially less favorable to the Borrower or such Borrower Subsidiary as the Borrower or such Borrower Subsidiary would obtain in a
comparable arms-length transaction, and in connection with such transaction or series of related transactions involving aggregate payments or
consideration in excess of $5,000,000 the Borrower delivers to the Administrative Agent a resolution adopted by the disinterested members of the board of
directors of the Borrower approving such transaction and set forth in an officer's certificate certifying that such transaction complies with this clause (i);
(ii) the forgiveness of Indebtedness referred to in Section 6.14(ii);
(iii) reimbursement of the Sponsors or their Affiliates for expenses in accordance with the provisions of the Equity Purchase Agreement as in effect on
the date hereof and payment of fees and indemnification obligations payable to the Sponsors or their Affiliates in connection with the consummation of the
Transactions pursuant to the Equity Purchase Agreement or Note Purchase Agreement, each as in effect on the date hereof; provided, however, that
notwithstanding anything contained in this Agreement to the contrary, neither Holdco nor the Borrower will, nor will they permit any Subsidiary to, pay
any management fees to the Sponsors or their Affiliates;
(iv) reasonable and customary fees, expenses and indemnities provided in the ordinary course of business to officers, directors, managers, employees or
consultants of the Borrower, any direct or indirect parent of the Borrower or any Borrower Subsidiary;
(v) customary tax sharing arrangements among Holdco and its Subsidiaries entered into in the ordinary course of business;
(vi) transactions among Holdco and its Subsidiaries not expressly prohibited under this Agreement;
(vii) any transaction or series of transactions involving consideration of less than $1,000,000;
91