MoneyGram 2009 Annual Report Download - page 530

Broker-Dealer until the date on which such Note has been distributed by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange
Offer Registration Statement (including delivery of the Prospectus contained therein).
"Underwritten Registration or Underwritten Offering" means a registration in which securities of the Company are sold to an underwriter for reoffering to
the public.
SECTION 2.
SECURITIES SUBJECT TO THIS AGREEMENT.
2.1. Transfer Restricted Securities
The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.
2.2. Holders of Transfer Restricted Securities
A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder" and collectively, the "Holders") whenever such Person owns Transfer
Restricted Securities.
SECTION 3.
REGISTERED EXCHANGE OFFER.
3.1. At any time on or after the Trigger Date, the Holders of at least a majority in principal amount of the Transfer Restricted Securities may, by written
notice (a "Registration Demand"), request that the Company effect a registration under the Securities Act relating to the Exchange Notes pursuant to the
Exchange Offer. Thereupon the Company shall use its commercially reasonable efforts to file with the SEC as soon as possible, but in any event no later than
one hundred twenty (120) days (excluding any days that occur during a permitted Suspension Period under Section 7.4 hereof) after receipt of such
Registration Demand, and thereafter use its reasonable best efforts to cause to be declared effective, a registration statement (an "Exchange Offer Registration
Statement") relating to all Transfer Restricted Securities. The Company shall use its commercially reasonable best efforts to cause such Exchange Offer
Registration Statement to become effective at the earliest possible time, but in no event later than 240 days after the Registration Demand is received, and in
connection with the foregoing, shall (A) file all pre-effective amendments to such Registration Statement to cause such Registration Statement to become
effective, (B) if applicable, file a post effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act, and (C) cause all
necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the blue sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer, and upon the effectiveness of such Exchange Offer Registration Statement, commence the
Exchange Offer (unless the Exchange Offer would not be permitted by applicable law or SEC policy). The Exchange Offer Registration Statement shall be on
the appropriate form permitting registration of the Exchange Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of
Notes held by Broker-Dealers as contemplated by Section 3.5 below.
3.2. The Exchange Notes shall be issued under, and entitled to the benefits of, the Indenture.
3.3. Interest on the Exchange Notes will accrue from the later of (x) the last interest payment date on which interest was paid on the Notes surrendered in
exchange therefor, or (y) if the Notes are surrendered for exchange on a date on or after the record date for an interest payment date which is scheduled to
occur on or after the date of such exchange and as to which interest will be paid, such interest payment date.
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