MoneyGram 2009 Annual Report Download - page 546

153 East 53rd Street
New York, NY 10022-4611,
Facsimile No.: [phone]
Attention: Ashley Gregory, Esq.
All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next
Business Day, if timely delivered to an air courier guaranteeing overnight delivery.
Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address
specified in the Indenture.
12.6. Successors and Assigns
This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without
the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit
of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such
Holder and not in violation of the terms of this Agreement, the Note Purchase Agreement or the Indenture.
12.7. Counterparts
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute one and the same agreement.
12.8. Headings
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
12.9. Governing Law
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.
12.10. Severability
In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not
be affected or impaired thereby.
12.11. Entire Agreement
This Agreement together with the other Transaction Documents (as defined in the Note Purchase Agreement) is intended by the parties as a final
expression of their agreement and intended to be a -20-