MoneyGram 2009 Annual Report Download - page 533

SECTION 5.
PIGGY-BACK REGISTRATION
5.1. If the Company or any subsidiary of the Company proposes to file on its behalf and/or on behalf of any holders of its debt securities (other than a
Holder) a registration statement on any form for the registration of its debt securities (a "Piggy-Back Registration Statement"), it will give written notice to all
Holders of Transfer Restricted Securities at least twenty (20) days before the initial filing thereof, which notice shall set forth the intended method of
disposition of the securities proposed to be registered by the Company or such subsidiary. The notice shall offer to include in such filing the aggregate number
of Transfer Restricted Securities as such Holders may request (a "Piggy-Back Registration").
5.2. Each Holder desiring to have Transfer Restricted Securities registered under this Section 5 ("Participating Piggy-Back Holders") shall advise the
Company in writing within ten (10) days after the date of receipt of such offer from the Company, setting forth the amount of Transfer Restricted Securities
for which registration is requested. The Company shall thereupon include or cause to be included in such filing the amount of Transfer Restricted Securities
for which registration is so requested, subject to paragraph (c) below, and shall use its commercially reasonable efforts to effect registration of such Transfer
Restricted Securities under the Securities Act.
5.3. If the Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises in writing that, in
its opinion, the amount of Transfer Restricted Securities requested to be included in the Registration in addition to the securities being registered by the
Company would be greater than the total number of securities which can be sold in such offering without delaying or jeopardizing the price, timing or
distribution thereof (the "Piggy- Back Maximum Number"), then;
(i). in the event the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities
the Company proposes to register and second, the securities of all other selling security holders, including the Participating Piggy-Back Holders, in a
principal amount which together with the securities the Company proposes to register, shall not exceed the Piggy-Back Maximum Number, such amount to
be allocated among such selling security holders on a pro rata basis (based on the principal amount of debt securities of the Company held by each such
selling security holder); and
(ii). in the event any holder of debt securities of the Company other than Transfer Restricted Securities initiated the Piggy-Back Registration, the
Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any
other selling security holders (including Participating Piggy-Back Holders), in a principal amount which together with the securities the initiating security
"holder proposes to register, shall not exceed the Piggy-Back Maximum Number, such principal amount to be allocated among such other selling security
holders on a pro rata basis (based on the principal amount of debt securities of the Company held by each such selling security holder) and third, any debt
securities the Company proposes to register, in a principal amount which together with the securities the initiating security holder and the other selling
security holders propose to register, shall not exceed the Piggy-Back Maximum Number.
5.4. Subject to Section 6 hereof, nothing in this Section 5 shall create any liability on the part of the Company to the Holders if the Company in its sole
discretion should decide not to file a registration statement proposed to be filed pursuant to this Section or to withdraw such registration statement subsequent
to its filing and prior to the later of its effectiveness or the release of the Transfer Restricted Securities for public offering by the managing underwriter, in the
case of an underwritten public offering, -7-