MoneyGram 2009 Annual Report Download - page 393

As of the Closing Date, with respect to those Notes sold in reliance upon Regulation S, (i) none of Holdco, its respective Affiliates, or any person acting on
any of their behalf (other than the Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in any directed
selling efforts within the meaning of Regulation S and (ii) each of the Company and its Affiliates and any person acting on any of their behalf (other than the
Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in
Regulation S.
4.27. Eligibility for Resale under Rule 144A.
As of the Closing Date, the Notes will be eligible for resale pursuant to Rule 144A and will not be of the same class as securities listed on a national
securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-deafer quotation system.
4.28. Margin Regulations.
As of the Closing Date, neither the issuance and sale of the Notes nor the use of the proceeds thereof will violate the provisions of Regulation T,
Regulation U or Regulation X.
4.29. Investment Company Act.
None of Holdco, the Company and the Guarantors is an "investment company" within the meaning of, and subject to registration under, the Investment
Company Act or controlled by such a company.
4.30. Opinions of Financial Advisors.
The Board of Directors of Holdco has received the opinions of JPMorgan Chase & Co., dated as of the Signing Date, and March 10, 2008, which such
March 10, 2008 opinion shall be updated as of the Effective Date, and the opinions of Duff & Phelps, LLC, dated as of the Signing Date, and March 10, 2008,
which such March 10, 2008 opinion shall be updated as of the Effective Date, each to the effect that, as of such dates, and subject to the various assumptions
and qualifications set forth therein, the consideration to be received by the Company and Holdco pursuant to this Agreement is fair from a financial point of
view to the Company and Holdco (the "Fairness Opinions"). Correct and complete copies of the Fairness Opinions have been delivered to the Purchasers.
4.31. CAG, Inc.
At the Lead Sponsor's written request, Holdco has formed MoneyGram Investments, LLC, a Delaware limited liability company and wholly-owned
subsidiary of Holdco, and has merged CAG, Inc. into MoneyGram Investments, LLC, which will be treated as a disregarded entity for Tax purposes.
4.32. Signing Date Representations and Warranties.
All of the representations and warranties set forth in the Original Note Purchase Agreement were true and correct in all material respects (unless qualified
by "material" or "Material Adverse Effect" or similar references to materiality, in which case the representation and warranties must be true and correct in all
respects) as of the Signing Date; provided, that any such representations and warranties that are subject to matters "Previously Disclosed" are limited to
matters Originally Previously Disclosed. 31