MoneyGram 2009 Annual Report Download - page 485

(f) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions
of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.
Section 4.11 Transactions with Affiliates.
(a) The Company will not, and will not permit any Company 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 Company (each of the foregoing, an "Affiliate Transaction"), unless:
(1) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Company Subsidiary than those that
could have been obtained in a comparable transaction by the Company or such Company Subsidiary with an unrelated Person on an arm's-length basis; and
(2) the Company delivers to the Trustee (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
payments or consideration in excess of $5.0 million, a resolution adopted by the disinterested members of the Board of Directors approving such Affiliate
Transaction and set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with clause (1) above.
(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11 (a) above:
(1) transactions between or among Holdco, the Company and/or any Company Subsidiary;
(2) payments, grants or transfers permitted by Section 4.13 hereof;
(3) reasonable and customary indemnities provided on behalf of officers, directors, managers, employees or consultants of the Company, any of its
direct or indirect parent companies or any Company Subsidiary;
(4) the Transactions and the payment of all fees and expenses related to the Transactions;
(5) any transaction or series of transactions involving consideration of less than $1.0 million;
(6) the payment to an Affiliate by the Company or any Company Subsidiary of reasonable charges for travel in the ordinary course of business by any
officer, director, manager, employee, agent, consultant, Affiliate or advisor of the Company or any Company Subsidiary;
(7) the declaration and payment of any Restricted Payments by the Company to its direct or indirect parent companies in accordance with Section 4.07
hereof (other than pursuant to Section 4.07(b)(9)); and 65