MoneyGram 2009 Annual Report Download - page 540

amendment to such Registration Statement or related Prospectus or any documents incorporated therein by reference or (ii) file any other required
document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, neither the Prospectus nor any document incorporated by
reference therein will contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of
the circumstances in which they were made not misleading;
(p) provide a CUSIP number for all registered Securities not later than the effective date of such Registration Statement and provide the Trustee under
the Indenture with printed certificates for the registered Securities which are in a form eligible for deposit with the Depositary Trust Company;
(q) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter
(including any "qualified independent underwriter") that is required to be retained in accordance with the rules and regulations of the NASD, and use its
reasonable best efforts to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be
necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities;
(r) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make generally available to its
security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the
twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best
efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company's first fiscal quarter
commencing after the effective date of such Registration Statement; and
(s) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this
Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Notes to effect such changes to the Indenture as may be required
for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use its commercially reasonable efforts to
cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the
SEC to enable the Indenture to be so qualified in a timely manner.
Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the
kind described in Section 7.3(c)(3) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.3(o) hereof, or until it
is advised in writing (the "Advice") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental
filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company's
expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Securities that was
current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended (but not beyond the date on which all Broker-Dealers are no longer
required to deliver a prospectus in connection with market-making or other trading
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