MoneyGram 2009 Annual Report Download - page 402

incurred in attending such board and committee meetings (plus VAT or the overseas equivalent). Notwithstanding the foregoing, the Board Observer may be
excluded from any such meeting (or portion of such meeting) or may not receive all or a portion of Board Papers relating to any such meeting where, in the
good faith discretion of the board exercised on a case by case basis after consideration of all relevant factors, it would not be appropriate because of a conflict
of interest for such Board Observer (as a representative of the Initial Purchasers) to participate in such meeting (or portion thereof) or to receive the Board
Papers relating to any such meeting (or portion thereof).
7.11. Changes to Investment Policy.
So long as the Initial Purchasers constitute the Required Holders, the Initial Purchasers agree to consider in good faith such changes to the Investment
Policy relating to Holdco's and the Holdco Subsidiaries' investment portfolio (and the related definitions of "Highly Rated Investments" contained in the
Indenture) as Holdco and the Lead Sponsor may reasonably request, taking into account, without limitation, the objective of preservation of capital, risk
mitigation and liquidity, as well as the composition of and risks related to Holdco's and its Subsidiaries' liabilities (and, with due regard to the opinions of such
third party experts the Initial Purchasers may consult with regarding the same); provided that any decision by the Initial Purchasers to accept any changes
proposed by Holdco or the Lead Sponsor to the Investment Policy shall be made in the sole discretion of the Initial Purchasers.
SECTION 8.
PROVISIONS RELATING TO RESALES OF NOTES
8.1. Private Offerings.
At any time after the Closing Date, the Notes may be sold, pledged or otherwise transferred in Private Offerings (in addition to resales under a registration
statement which are registered under the Securities Act), provided that the following provisions shall apply:
(a) Offers and Sales. Offers and sales of the Notes will be made only by the Purchasers or Affiliates thereof who are qualified to do so in the jurisdictions
in which such offers or sales are made. To the extent an offer or sale is intended to be made in compliance with Rule 144A, each such offer or sale shall only
be made to persons who are Qualified Institutional Buyers and only in accordance with Rule 144A under the Securities Act. To the extent an offer or sale is
intended to be made in accordance with Regulation S, the offer or sale shall be made to a "non-U.S. Person" and otherwise in compliance with Regulation S.
Offers and sales of the Notes may also be made in accordance with any other applicable exemption under the Securities Act.
(b) No General Solicitation. To the extent an offer or sale is intended to be made in accordance with Rule 144A, no general solicitation or general
advertising (within the meaning of Rule 502(c)) will be used in the United States and to the extent an offering is intended to be made in accordance with
Regulation S, no directed selling efforts (as defined in Regulation S) will be made outside the United States in connection with the offering of the Notes.
(c) Purchases by Non-Bank Fiduciaries. In the case of a non-bank Subsequent Purchaser acting as a fiduciary for one or more third parties, in connection
with an offer and sale to such purchaser pursuant to this Section 8.1, which is intended to be made in compliance with Rule 144A, such third parties shall be a
Qualified Institutional Buyer, or a non-U.S. person outside the United States.
(d) Restrictive Legend. Upon original issuance by the Company, and until such time as the same is no longer required under the applicable requirements of
the Securities Act, the Notes (and all 40