MoneyGram 2009 Annual Report Download - page 544

Company Indemnified Party or by the Indemnified Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above
shall be deemed to include, subject to the limitations set forth in Section 9.2 and the second paragraph of Section 9.1, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending any action or claim.
The Company and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 9.3
were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such
action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 9.3 are several in
proportion to the respective principal amount of Notes held by each of the Holders hereunder and not joint. 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.
SECTION 10.
PARTICIPATION IN UNDERWRITTEN REGISTRATIONS
No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on
the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and
executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.
SECTION 11.
SELECTION OF UNDERWRITERS
The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities
in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer
the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering;
provided, that such investment bankers and managers must be reasonably satisfactory to the Company.
SECTION 12.
MISCELLANEOUS
12.1. Remedies
The Company hereby agrees that, subject to Section 6 hereof, monetary damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this -18-