MoneyGram 2009 Annual Report Download - page 532

(A) such Holder is prohibited by applicable law or SEC policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange
Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder, then, upon such Holder's request, the Company shall
(x) use commercially reasonable efforts to file a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment
to the Exchange Offer Registration Statement and which, to the extent the Company is a well-known seasoned issuer (as defined in Rule 405) will be an
automatic shelf registration statement, as defined in Rule 405 (an "Automatic Shelf Registration Statement"), (in either event, the "Shelf Registration
Statement") on or prior to the earliest to occur of (1) the 90th day after the date on which the Company determines that it is not required to file the
Exchange Offer Registration Statement as contemplated by clause (i) above, (2) the 90th day after the date 30 Business Days after the Effectiveness Target
Date if the Exchange Offer for the Notes is not Consummated as contemplated by clause (ii) above and (3) the 90th day after the date on which the
Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (iii) above (such date being the "Shelf Filing
Deadline"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities (or, in the case of clause (iii), all Non-Eligible
Notes) the Holders of which shall have provided the information required pursuant to Section 4.2 hereof; and
(y) use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC at the earliest possible
time, but in no event later than the 90th day after the Shelf Filing Deadline.
The Company shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended
(subject to Section 7.4 below) as required by the provisions of Sections 7.2 and 7.3 hereof to the extent necessary to ensure that it is available for resales of
Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of at least two years following
the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Notes covered by such Shelf Registration Statement
have been sold pursuant to such Shelf Registration Statement or are eligible for resale pursuant to Rule 144(k)).
4.2 Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.
No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement or Piggy-Back
Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of
a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement, Piggy-Back
Registration, Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement or Piggy-Back Registration
Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading. -6-