MoneyGram 2009 Annual Report Download - page 394

SECTION 5.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASERS
5.1. Representation and Warranties.
Each Purchaser, severally and not jointly, represents and warrants to the Company as of the Effective Date as follows:
(a) Purchase.
(i) Such Purchaser is acquiring the Notes for its own account, for investment and not with a view to any distribution thereof within the meaning of the
Securities Act.
(ii) Such Purchaser understands that the Notes have not been and, except as provided in the Registration Rights Agreement with respect to the Notes,
when issued, will not be registered under the Securities Act or any state or other securities law, that the Notes will be issued by the Company in
transactions exempt from the registration requirements of the Securities Act, that it must hold the Notes indefinitely and not offer or sell the Notes except
pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act
and in compliance with applicable state laws and in compliance with Section 8.
(iii) Such Purchaser further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such
Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis
for sales only in limited amounts.
(iv) Such Purchaser is a Qualified Institutional Buyer or an "institutional accredited investor" (within the meaning of Regulation D).
(v) Except as otherwise disclosed by such Purchaser to the Company and the investment banking advisory fee payable to Goldman Sachs & Co. or any
of its Affiliates, such Purchaser did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or
commissions are payable to the Purchasers except as otherwise provided for in the Agreement.
(vi) Such Purchaser has been furnished with or has had access to the information it has requested from the Company and its Subsidiaries and has had an
opportunity to discuss with the management of the Company and its Subsidiaries the business and financial affairs of the Company and its Subsidiaries,
and has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held
companies so as to enable it to understand and evaluate the risks of such investment and form an investment decision with respect thereto.
(b) Due Organization; Power and Authority.
Each Purchaser is an: exempted company with limited liability, corporation, limited liability company or partnership, as the case may be, duly incorporated
or formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation and is duly qualified as a foreign corporation
to transact business and is in good standing in each jurisdiction in which such qualification is
32