MoneyGram 2009 Annual Report Download - page 535

Notes that such Broker-Dealers acquired for their own account as a result of market making activities or other trading activities (other than Initial Notes
acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof.
(b) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall
furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter
of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in,
and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued
in the Exchange Offer, (C) it is acquiring the Exchange Notes in its ordinary course of business and (D) if such Holder is a Broker-Dealer, it has acquired the
Exchange Notes as a result of market-making activities or other trading activities and will comply with the applicable provisions of the Securities Act. In
addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder will
be required to acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to
be acquired in the Exchange Offer (1) could not under SEC policy as in effect on the date of this Agreement rely on the position of the SEC enunciated in
Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and
(2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that
such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by
Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such
Holder directly from the Company.
7.2. Shelf Registration Statement
In connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 7.3 below and shall use its commercially
reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof, and pursuant thereto the Company will as expeditiously as possible prepare and file with the SEC a Registration Statement
relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in
accordance with the intended method or methods of distribution thereof.
7.3. General Provisions
In connection with any Registration Statement (except such subsections that specifically apply to only certain Registration Statements) and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the
related Prospectus required to permit resales of Notes by Broker-Dealers), the Company shall:
(a) except during a Suspension Period and except as otherwise provided in Section 5.4, use its commercially reasonable efforts to keep such
Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3, 4 or 5 of this Agreement
(except as otherwise provided herein), as applicable (subject to Section 7.4 below); upon the occurrence of any event that would cause any such Registration
Statement or the Prospectus contained therein (A) to contain an untrue statement of material fact or omit to state any material fact required to be
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