MoneyGram 2009 Annual Report Download - page 542

requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special
audit and comfort letters required by or incident to such performance), Additionally, if the Company files an Automatic Shelf Registration Statement and does
not pay the filing fee covering the Transfer Restricted Securities at the time the Automatic Shelf Registration Statement is filed, the Company agrees to pay
such fee at such time or times as the Transfer Restricted Securities are to be sold.
The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the
Company.
8.2. In connection with any Shelf Registration Statement required by this Agreement, the Company will reimburse the Holders of Transfer Restricted
Securities being registered pursuant to such Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by
the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared. In
connection with any Piggy Back Registration Statement required by this Agreement, the Company will pay the reasonable fees and disbursements of counsel
for the Holders, which may be the same counsel as counsel for the Company.
SECTION 9.
INDEMNIFICATION
9.1. The Company agrees to indemnify and hold harmless (i) each Holder and (ii) each person, if any, who controls (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as a
"controlling person") and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any
person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an "Indemnified Holder"), to the fullest extent lawful, from and against any and all
losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of
investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or
indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement or Prospectus (or any amendment or supplement thereto) or any Free Writing Prospectus prepared by the Company and filed by
the Company pursuant to Rule 433(d) of the Securities Act, or any omission or alleged omission to state therein 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, except insofar as such losses, claims,
damages, liabilities or expenses (x) are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in
conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein or (y) arise out
of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Free Writing Prospectus used or distributed
by any Holder, agent or underwriter without the prior written consent of the Company. This indemnity agreement shall be in addition to any liability which
the Company may otherwise have.
In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the
Indemnified Holders with respect to which indemnity may be sought against the Company, such Indemnified Holder (or the Indemnified Holder controlled by
such controlling person) shall promptly notify the Company in writing (provided, that the
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