MoneyGram 2009 Annual Report Download - page 543

failure to give such notice shall not relieve the Company of its obligations pursuant to this Agreement). Such Indemnified Holder shall have the right to
employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company (regardless of whether it is
ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Company shall not, in connection with any one such
action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for
such Indemnified Holders, which firm shall be designated by the Holders. The Company shall be liable for any settlement of any such action or proceeding
effected with the Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold
harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the
written consent of the Company. The Company shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the
entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.
9.2. Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and its directors, officers
of the Company who sign a Registration Statement, and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each such person (each a "Company
Indemnified Person"), to the same extent as the foregoing indemnity from the Company to each of the Indemnified Holders, but only with respect to claims
and actions based on information (i) relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement or
(ii) contained in a Free Writing Prospectus used or distributed by such Holder without the prior written consent of the Company. If any action or proceeding
shall be brought against a Company Indemnified Person for which such Company Indemnified Person is entitled to indemnification from a Holder of Transfer
Restricted Securities under this paragraph 9.2 (i) such Holder shall have the same rights and duties given to the Company in paragraph 9.1 above and (ii) such
Company Indemnified Party shall have the rights and duties given to each Holder in paragraph 9.1 above. Notwithstanding the foregoing, in no event shall the
liability of any Holder be greater in amount than the dollar amount of proceeds (net of payment of all expenses) received by such Holder upon the sale of the
Transfer Restricted Securities giving rise to such indemnification obligation.
9.3. If the indemnification provided for in this Section 9 is unavailable to an indemnified party under Section 9.1 or Section 9.2 hereof (other than by
reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then
each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Company or such other
Company Indemnified Party, as applicable, on the one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the
Company or such other Company Indemnified Party, as applicable, on the one hand and of the Indemnified Holder on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or such other -17-