MoneyGram 2009 Annual Report Download - page 538

(j) in the case of a Shelf Registration Statement or Piggy-Back Registration Statement, enter into such commercially reasonable agreements (including
an underwriting agreement), and make such customary representations and warranties, and take all such other commercially reasonable actions in connection
therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to such Registration Statement as contemplated by this
Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in
connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is
entered into and whether or not the registration is an Underwritten Registration, the Company shall, in the case of a Shelf Registration Statement:
(A) furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily
made by issuers to underwriters in primary underwritten offerings, upon effectiveness of the Shelf Registration Statement:
(1) a certificate, dated the date of effectiveness of the Shelf Registration Statement, signed by (y) the President or any Vice President and (z) a principal
financial or accounting officer of the Company, confirming, as of the date thereof, (i) that no Material Adverse Effect has occurred, (ii) that the
representations and warranties made by the Company in the Note Purchase Agreement are true and correct with the same effect as though expressly
made on such date, and (iii) the Company has complied with all covenants and agreement on its part to be performed or complied with prior to such
date, and such other matters as such parties may reasonably request;
(2) an opinion, dated the date of effectiveness of the Shelf Registration Statement of counsel for the Company, covering matters as such Initial
Purchasers may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with
officers and other representatives of the Company, representatives of the independent public accountants for the Company, the selling Holders'
representatives and the selling Holders' counsel in connection with the preparation of such Registration Statement and the related Prospectus and has
considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the
accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such
counsel's attention that caused such counsel to believe that the Shelf Registration Statement, at the time such Registration Statement or any post-
effective amendment thereto became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, or that the
Prospectus contained in such Registration Statement as of its date, contained an untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the
foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy,
completeness or fairness of the statements included in any Registration Statement contemplated by this Agreement or the related Prospectus; and
(3) in the case of an underwriter, a customary comfort letter, dated as of the date of effectiveness of the Shelf Registration Statement from the
Company's independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters by underwriters
in connection with primary underwritten offerings; -12-