MoneyGram 2009 Annual Report Download - page 573

bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally or by general equitable
principles;
(d) no consent, approval or authorization of or designation or filing with any Governmental Authority on the part of such Grantor is required in
connection with or as a condition to the security interest granted under this Agreement, or the exercise by the Second Priority Collateral Agent of the rights
provided for in this Agreement except as may be required in connection with disposition of the Collateral by laws affecting creditors' rights generally;
(e) the execution, delivery and performance of this Agreement by such Grantor will not violate any provision of (i) any applicable law, rule, regulation,
order, judgment, writ, award or decree binding on such Grantor, (ii) the charter or by-laws or Memorandum or Articles of Association of such Grantor or
(iii) any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which such Grantor is a party to which such Grantor or its
assets is bound, and will not result in the creation or imposition of any Lien in any of the assets of such Grantor except to the extent otherwise permitted by
this Agreement or the Indenture and 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 expected to result in a Material Adverse Effect;
(f) this Agreement is effective to create in favor of the Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties a valid
security interest in and Lien upon all of the Grantors' right, title and interest in and to the Collateral, and, upon the filing of appropriate UCC financing
statements in the jurisdictions listed on Schedule I attached hereto, such security interest will be duly perfected in all the Collateral in which a security
interest may be perfected by filing of a UCC financing statement in the appropriate filing office and jurisdiction pursuant to the UCC, and upon delivery of
the Instruments to (prior to the First Priority Obligations Payment Date) the First Priority Collateral Agent (acting as bailee for the Second Priority
Collateral Agent) or the Second Priority Collateral Agent or its Representative, duly endorsed by the applicable Grantor or accompanied by appropriate
undated instruments of transfer duly executed by such Grantor, the security interest in the Instruments will be duly perfected;
(g) all of the Equipment, Inventory and Goods shall be located on the date hereof at the places as specified on Schedule I attached hereto. Except as
disclosed on Schedule I, as of the date hereof none of the Collateral is in the possession of any bailee, warehouseman, processor or consignee. Schedule I
discloses each Grantor's name as of the date hereof as it appears in official filings in the state of its incorporation, formation or organization, the type of
entity of each Grantor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by
each Grantor's state of incorporation, formation or organization (or a statement that no such number has been issued), each Grantor's state of incorporation,
formation or organization and the chief place of business, chief executive office and the office where each Grantor keeps its books and records. Each
Grantor has only one state of incorporation, formation or organization. No Grantor (including any Person acquired by
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