MoneyGram 2009 Annual Report Download - page 537

the underwriters, if any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon
confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if
such Registration Statement, amendment, Prospectus or supplement or Free Writing Prospectus, as applicable, as proposed to be filed, contains an untrue
statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made not misleading;
(e) in the case of a Shelf Registration Statement or Piggy-Back Registration Statement, promptly prior to the filing of any document that is to be
incorporated by reference into such Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder
named in any Registration Statement, and to the underwriters, if any, make available representatives of the Company for discussion of such document and
other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriters, if
any, reasonably may request;
(f) in the case of a Shelf Registration Statement or Piggy-Back Registration Statement, make available at reasonable times for inspection by the Initial
Purchasers, any managing underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by
such Initial Purchasers or any of the underwriters, all financial and other records, pertinent corporate documents and properties of the Company and cause the
Company's officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in
connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness;
(g) except during a Suspension Period, if requested by any selling Holders or the underwriters, if any, promptly incorporate in any Registration
Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriters, if
any, may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer
Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriters, the purchase price
being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus
supplement or post-effective amendment;
(h) in the case of a Shelf Registration Statement or Piggy-Back Registration Statement, furnish to each selling Holder, each Broker-Dealer that holds
Notes and each of the underwriters, if any, without charge, at least one copy of such Registration Statement, as first filed with the SEC, and of each
amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits
incorporated therein by reference);
(i) in the case of a Shelf Registration Statement or Piggy-Back Registration Statement, deliver to each selling Holder, each Broker-Dealer that holds
Notes and each of the underwriters, if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Persons reasonably may request; the Company hereby consents to the use of the Prospectus and any amendment or supplement
thereto and any Free Writing Prospectus prepared by the Company and filed by the Company pursuant to Rule 433(d) of the Securities Act by each of the
selling Holders and each of the underwriters, if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the
Prospectus or any amendment or supplement thereto; -11-