MoneyGram 2009 Annual Report Download - page 391

4.16. Board Approvals.
The transactions contemplated by the Transaction Documents, including without limitation the issuance of the Securities and the compliance with the
terms thereof and the compliance with the terms of the Equity Purchase Agreement, this Agreement and the other Financing Documents have been approved
unanimously by the board of directors of each of Holdco, the Company and the Guarantors, as applicable. Each board of directors of Holdco and the
Company have unanimously adopted, approved and declared advisable all of the transactions contemplated by the Transaction Documents. The Audit
Committee of the Board of Directors has unanimously and expressly approved, and the Board of Directors has unanimously concurred with, Holdco's reliance
on the exception under Para. 312.05 of the New York Stock Exchange Listed Company Manual to issue the Series B Preferred Shares and the Series B-l
Preferred Shares.
4.17. Brokers and Finders.
Neither Holdco, the Company nor any of their respective officers, directors or employees has incurred any liability for any financial advisory fees,
brokerage fees, commissions or finder's fees in connection with the Transaction Documents or the transactions contemplated hereby and thereby, other than
JPMorgan Chase & Co., the fees and expenses of which will be paid by Holdco. Holdco has provided the Purchasers with a copy of the documentation
pursuant to which JPMorgan Chase & Co. may receive a fee in connection with the Transaction Documents or the transactions contemplated hereby and
thereby.
4.18. Collateral.
As of the Closing Date, upon execution and delivery thereof by the parties thereto, the Security Documents will be effective to create (to the extent
described therein), in favor of and for the ratable benefit of the applicable Holders of the Notes, a legal, valid and enforceable security interest in the Collateral
described therein, except as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and
an implied covenant of good faith and fair dealing. When the actions specified in each Security Document have been duly taken, the security interests granted
pursuant thereto shall constitute (to the extent described therein) a perfected security interest (subject only to Permitted Liens) in all right, title and interest of
each pledgor party thereto in the Collateral described therein with respect to such pledgor if and to the extent perfection can be achieved by taking such
actions.
4.19. [Reserved].
4.20. [Reserved].
4.21. Disclosure.
(a) To the knowledge of the Company, none of the written factual information and written data (taken as a whole) furnished by or on behalf of the
Company or any of the Subsidiaries or any of their respective authorized representatives to the Purchasers on or before the Closing Date for purposes of or in
connection with this Agreement contained, when furnished, any untrue statement of any material fact or omitted to state any material fact necessary to make
such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was
furnished, it being understood and agreed that for purposes of this Section 4.21 (a), such factual
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