MoneyGram 2007 Annual Report Download - page 147

At any time following the execution of this Amendment Number 2, the Seller has the right to terminate the Special Remit Program in its sole
discretion.
III. Trust.
Immediately after the execution of this Amendment Number 2, the Seller and MoneyGram shall use commercially reasonable efforts to
establish a Trust in order to maintain funds for the purpose of ensuring payment of Money Orders when such Money Orders are present for
payment. MoneyGram and the Seller shall execute a Trust Agreement which contains the terms and conditions outlined below, and commence
funding such trust (the "Trust"). The Trust Agreement shall be acceptable to Seller, and at a minimum shall contain the following: (1) Seller shall
collect the proceeds of sales of Money Orders on behalf of its customers; (2) all amounts collected by Seller from the sales of Money Orders
shall be deposited into the Trust, subject to a [*] cap applicable for a limited period; (3) the principal of the Trust would be held for the sole
benefit of Seller's customers who purchase Money Orders or their payees (the "Beneficiaries"), with the income of the Trust belonging to
MoneyGram; (4) MoneyGram would be solely responsible for all Trust expenses; and (5) subject to limitations designed to adequately protect
the interests of the Beneficiaries, MoneyGram would have the right to periodically request distributions from Trust principal, provided that it
certifies that it is not in default under and has fully satisfied its obligations under all Money Orders requests. At any time following the execution
of this Amendment Number 2, the Seller has the right to terminate the Trust in its sole discretion. The Trust shall be structured such that it will
comply with all applicable legal and regulatory requirements, including any requirements pertaining to remittances to a licensed entity.
IV. Representations and Warranties
On the date hereof, and at all times during the term of the Agreement, MoneyGram hereby represents and warrants that the execution,
delivery and performance by MoneyGram of this Agreement have been duly authorized by all necessary corporate action. MoneyGram shall
use best efforts to obtain any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental
department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party (including any bank), except such
authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof.
MoneyGram shall immediately notify Wal-Mart if it determines that this Amendment Number 2 or the Trust to be established hereunder violates
any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect having applicability to MoneyGram, and
will use its best efforts to resolve such violation at no cost to and in a manner reasonable acceptable to Wal-Mart.
MoneyGram hereby represents and warrants that the Special Remit Program does not result in a breach of or constitute a default under any
indenture or load or credit agreement or any other material agreement, lease or instrument to which MoneyGram is a party or by which it or its
properties may be bound or affected. MoneyGram will notify the parties to its credit agreement of the Special Remit Program, and will seek a
waiver of any default or term of such agreement(s), allowing the parties to establish the Trust described above, within two (2) business days of
the execution of this Amendment Number 2. If any third party (including any bank) requires additional consideration to provide such waiver
allowing the parties to establish the Trust, any such consideration provided will be at no cost to Wal-Mart. In the event that the Trust is not
established for any reason, Wal-Mart at its sole discretion shall have the right to terminate this Amendment, and exercise all rights and
remedies available to it.
On the date hereof, and at all times during the term of the Agreement, the Seller hereby represents and warrants that the execution, delivery
and performance by the Seller of this Agreement have been duly authorized by all necessary corporate action and do not and will not (i) require
any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, or any third party (including any bank), except such authorization, consent,
approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (ii) violate any provision
of any law, rule or regulation or of any order, writ, injunction or decree
[*] Please refer to footnote on page 1. 21