MoneyGram 2009 Annual Report Download - page 567

Exhibit 3.16(a)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE SECOND
PRIORITY COLLATERAL AGENT PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE
SECOND PRIORITY COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT DATED AS OF MARCH 25, 2008, AS THE SAME MAY BE AMENDED, SUPPLEMENTED, MODIFIED OR REPLACED FROM
TIME TO TIME (THE "INTERCREDITOR AGREEMENT"). AMONG JPMORGAN CHASE BANK, N.A., AS FIRST PRIORITY
REPRESENTATIVE, DEUTSCHE BANK TRUST COMPANY AMERICAS, A NEW YORK BANKING CORPORATION, AS SECOND
PRIORITY REPRESENTATIVE AND MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. IN THE EVENT OF ANY CONFLICT
BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR
AGREEMENT SHALL GOVERN AND CONTROL.
SECOND PRIORITY SECURITY AGREEMENT
This SECOND PRIORITY SECURITY AGREEMENT (this "Agreement") dated as of March 25, 2008 among MoneyGram International, Inc., a Delaware
corporation ("Holdco"). MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the "Company"). MoneyGram Payment Systems, Inc., a
Delaware corporation ("Payment Systems"). FSMC, Inc., a Minnesota corporation ("FSMC"). MoneyGram Investments, LLC (formerly CAG, Inc.), a
Delaware limited liability company ("Investments"). PropertyBridge, Inc., a Delaware corporation ("PropertyBridge"), MoneyGram of New York LLC, a
Delaware limited liability company ("MGI NY"). Holdco, the Company, Payment Systems, FSMC, Investments, PropertyBridge, MGI NY and each Person
who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A hereto, are sometimes collectively referred to herein as "Grantors"
and each, individually, as a "Grantor"), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Collateral Agent for the benefit of
the Second Priority Secured Parties (the "Second Priority Collateral Agent").
WITNESSETH:
WHEREAS, the Company, the Guarantors listed on the signatures pages thereto and Deutsche Bank Trust Company Americas, a New York banking
corporation, as Trustee and Collateral Agent have entered into that certain Indenture dated as of March 25, 2008 (the "Indenture"):
WHEREAS, pursuant to that certain Second Amended and Restated Note Purchase Agreement dated as of March 24, 2008 by and among Holdco, the
Company, GSMP V Onshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability ("GSMP Onshore"). GSMP V
Offshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability ("GSMP Offshore") and GSMP V Institutional US, Ltd.,
an exempted company incorporated in the Cayman Islands with limited liability ("GSMP Institutional" and together with GSMP Onshore and GSMP
Offshore, the "Purchasers") (the same, as it may be amended, restated, modified or supplemented and in effect from time to time, being herein referred to as
the "Note Purchase Agreement"), the Purchasers have agreed to purchase Notes issued in accordance with the terms and conditions of the Indenture;