MoneyGram 2009 Annual Report Download - page 403

securities issued in exchange therefor or in substitution thereof) shall bear such legends as are required under the Indenture and the Purchasers shall obtain
such opinions or certificates required by the legend thereof in any sale or pledge or other transfer of the Notes.
(e) Restrictions on Sale/Confidentiality. Each Subsequent Purchaser must agree to be bound, and cause their transferees to be bound, by Sections 8, 10.2(c)
and 10.14 of this Agreement as if it was a Purchaser hereunder.
(f) Subsequent Purchaser. Each Subsequent Purchaser who does not purchase in an offering registered under the Securities Act shall be informed that the
Notes have not been registered under the Securities Act are being sold to them on an unregistered basis under Rule 144A or another applicable exemption
from registration and may only be sold in a registered offering pursuant to Rule 144 or Regulation S, or pursuant to any other available exemption.
(g) Rule 144A Information. The Company agrees that, in order to render the Notes eligible for resale pursuant to Rule 144A under the Securities Act, while
any of the Notes remain outstanding, and to the extent constitute registrable securities under the Registration Rights Agreement, it will make available, upon
request, to any holder of Notes or prospective purchasers of Notes the information specified in Rule 144A(d)(4), unless the Company or Holdco is subject to
the filing requirements of, and is in compliance with, Section 13 or 15(d) of the Securities Exchange Act of 1934.
(h) Rule 144 Information. The Company agrees that, in order to render the Notes eligible for resale pursuant to Rule 144 under the Securities Act, while
any of the Notes remain outstanding, it will make available "current public information" in a manner such that clause (c) of Rule 144 will be satisfied;
provided such obligation does not require Holdco to file its Form 10-K for the fiscal year ended December 31, 2007 during any specific time frame and for so
long as Holdco is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and is guarantor of the Notes this covenant shall be
deemed satisfied by Holdco making current public information available.
(i) [Reserved].
(j) European Economic Area. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State"), each Purchaser represents and agrees that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Notes to the public in that
Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in
accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the
public in that Relevant Member State at any time:
(i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is
solely to invest in securities;
(ii) to any legal entity which has two or more of (A) an average of at least 250 employees during the last financial year; (B) a total balance sheet of
more than €43,000,000 and (C) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; and
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