MoneyGram 2009 Annual Report Download - page 409

will submit, and will cause each of its Subsidiaries to submit, to the jurisdiction of any state or federal court of competent jurisdiction sitting within the area
comprising the Southern District of New York on the date of this Agreement. Each party hereto hereby irrevocably waives any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens, which they may now or hereafter have to the bringing of any such action,
proceeding or litigation in such jurisdiction.
(c) Each party hereto irrevocably consents to the service of process of any of the aforementioned courts in any such action, proceeding or litigation by the
mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth in Section 10.1, such service to become effective
thirty (30) days after such mailing.
(d) Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by applicable law or to commence legal
proceedings or otherwise proceed against the other party in any other jurisdiction. If service of process is made on a designated agent it should be made by
either personal delivery or mailing a copy of summons and complaint to the agent via registered or certified mail, return receipt requested.
(e) THE COMPANY, EACH PURCHASER HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OF THE NOTES.
10.10. Severability.
If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable to the extent of such
illegality, invalidity or unenforceability and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to such
illegal, invalid or unenforceable provision.
10.11. Entirety.
This Agreement together with the other Financing Documents represents the entire agreement of the parties hereto and thereto with respect to the subject
matter hereof and thereof, and supersedes all prior agreements and understandings, oral or written, if any, relating to the Financing Documents or the
transactions contemplated herein or therein.
10.12. Construction.
Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein,
so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant.
Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.
10.13. Incorporation.
All Exhibits and Schedules attached hereto or referred to herein are incorporated as part of this Agreement as if fully set forth herein.
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