MoneyGram 2009 Annual Report Download - page 539

(B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 9 hereof with
respect to all parties to be indemnified pursuant to said Section; and
(C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any
customary conditions contained in the underwriting agreement or other agreement entered into by the Company pursuant to this clause (x), if any.
If at any time the representations and warranties of the Company contemplated in clause (A)(1) above cease to be true and correct, the Company shall so
advise the Initial Purchasers and the underwriters, if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in
writing;
(k) in the case of a Shelf Registration Statement or Piggy-Back Registration Statement, prior to any public offering of Transfer Restricted Securities,
cooperate with the selling Holders, the underwriters, if any, and their respective counsel in connection with the registration and qualification of the
Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriters may request and do any and
all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that the Company shall not be required to (A) register or qualify as a foreign corporation where it is not then so
qualified, (B) make any changes to its organizational documents or (C) take any action that would subject it to the service of process in suits or to taxation,
other than as to matters and transactions relating to such Registration Statement, in any jurisdiction where it is not then so subject;
(I) shall issue, upon the request of any Holder of Initial Notes covered by the Exchange Offer Registration Statement, Exchange Notes, having an
aggregate principal amount equal to the aggregate principal amount of Initial Notes surrendered to the Company by such Holder in exchange therefor or
being sold by such Holder; such Exchange Notes to be registered in the name of such Holder or in the name of the purchasers of such Notes, as the case
may be; in return, the Initial Notes held by such Holder shall be surrendered to the Company for cancellation;
(m) in the case of a Shelf Registration Statement or Piggy-Back Registration Statement, cooperate with the selling Holders and the underwriters, if any,
to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends;
and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriters, if any, may
request at least two Business Days prior to any sale of Transfer Restricted Securities made by such underwriters;
(n) use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by such Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to
consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (viii) above;
(o) except during a Suspension Period, if any fact or event contemplated by clause (c)(iii)(C) above shall exist or have occurred, (i) prepare a
supplement or post-effective -13-