MoneyGram 2009 Annual Report Download - page 216

of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate or other
organizational proceedings, and the Loan Documents to which each of the Borrower, Holdco and its Material Domestic Subsidiaries is a party constitute legal,
valid and binding obligations of each of the Borrower, Holdco and its Material Domestic Subsidiaries enforceable against each of the Borrower, Holdco and
its Material Domestic Subsidiaries in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting
the enforcement of creditors' rights generally or by general equitable principles. Except for the shareholder approval set forth in Section 4.1(g) of the Equity
Purchase Agreement, no stockholder vote of the Borrower, Holdco or any Subsidiary is required to authorize, approve or consummate any of the
Transactions.
Section 5.3 No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the
consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any applicable law, rule, regulation, ruling,
order, writ, judgment, injunction, decree or award binding on Holdco or any of its Subsidiaries or any Property of such Person or (ii) Holdco's or any Material
Domestic Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws,
or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (iii) the provisions of any note, bond,
mortgage, deed of trust, license, lease indenture, instrument, agreement or other obligation (each a "Contract") to which Holdco or any Subsidiary is a party or
is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof or constitute a default thereunder (or result in an
event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required
by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and the Second Lien Documents, Permitted
Liens and Permitted Holdco Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of Holdco or any of its Subsidiaries
pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement or other obligation, except with respect
to clauses (i) or (iii), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not
reasonably be expect to result in a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing,
recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which
has not been obtained by Holdco or any of its Material Domestic Subsidiaries, is required to be obtained by Holdco or any Material Domestic Subsidiary in
connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of
the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.
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