MoneyGram 2009 Annual Report Download - page 396

as had been delivered to the Initial Purchasers by Holdco immediately prior to the Signing Date; (ii) permit access to, and make available to the Initial
Purchasers' representatives and their accounting and legal advisors for inspection and review, the properties, books, records, accounts and documents of or
relating to Holdco and its Subsidiaries, and (b) make available at reasonable times and to a reasonable extent officers and employees of Holdco and its
Subsidiaries to discuss with the Initial Purchasers and their accounting and legal advisors the business and affairs of Holdco and its Subsidiaries. In addition,
Holdco and its Subsidiaries shall provide the Purchasers with substantially the same information as shall be provided to the lead arranger, the administrative
agent and/or the lenders in respect of the Company Credit Facilities. Subject to Section 10.14, the Purchasers may share the foregoing information with their
respective lenders and their respective consultants and advisors (including rating agencies), so long as such lenders or other parties have entered into a
customary confidentiality agreement with the Purchasers.
(b) subject to compliance with applicable laws and confidentiality obligations to third parties, promptly provide true and correct copies of all documents,
reports, financial data, and such additional financial and other information with respect to Holdco, the Company and their Subsidiaries as each Purchaser (and
any parent company of a Purchaser that is a venture capital operating company) may from time to time reasonably request.
6.2. Investment Policy.
Without the prior written consent of all of the Initial Purchasers, prior to the Closing, Holdco shall not and shall not permit the Holdco Subsidiaries to
(i) make investments in a manner that is in contravention of the investment policy as set forth on Schedule H to the Equity Purchase Agreement (the
"Investment Policy"); provided that, notwithstanding the foregoing, any securities held or sold by Holdco set forth on Schedule B-1 or Schedule C to the
Equity Purchase Agreement shall not be considered to be held or sold in contravention of the Investment Policy, or (ii) sell, unwind, assign, abandon or
otherwise transfer or dispose of any of the securities listed on Schedule B-1 (other than those securities sold or otherwise transferred in accordance with
Schedule B-1 to the Equity Purchase Agreement through March 7, 2008) or Schedule C to the Equity Purchase Agreement.
6.3. Ordinary Course.
Except as otherwise expressly permitted or required by the Transaction Documents, permitted by Section 4.9 of the Equity Purchase Agreement or as set
forth on Section 3.3(a) of the Company Disclosure Schedule (as defined in the Equity Purchase Agreement), during the period from the Signing Date until the
earlier of the Closing Date and the Termination Date, Holdco has and shall conduct its business, and has and shall cause its subsidiaries to conduct their
respective businesses, in all material respects in the ordinary course, including, without limitation, paying its obligations, including customer signing bonuses,
capital expenditures, taxes and other accounts payable, in the ordinary course of business consistent with past practice. Holdco shall not declare or pay any
dividend or distribution on any securities of Holdco on or prior to the Closing.
SECTION 7.
POST-CLOSING AFFIRMATIVE COVENANTS
The Company covenants and agrees with each Purchaser that so long as such Purchaser holds any Notes and until the principal amount of (and
premium, if any, on) such Notes, and all interest, and other obligations hereunder in respect thereof (other than indemnity obligations that have not yet
become due and payable), shall have been paid in full: 34