MoneyGram 2009 Annual Report Download - page 574

any Grantor) does business or has done business during the one (1) year preceding the date hereof under any trade name or fictitious business name except
as disclosed on Schedule II attached hereto;
(h) the Copyrights, Patents and Trademarks listed on Schedules III, IV and V, respectively, constitute all of the registered or pending Copyrights,
Patents and Trademarks owned as of such date by such Grantor which are registered or pending with any Governmental Entity;
(i) no Copyrights, Patents or Trademark which is material to the business of such Grantor or the invalidity, unenforceability or termination of which
could reasonably be expected to have a Material Adverse Effect (each a "Material IP Item") has been adjudged invalid or unenforceable or has been
canceled, in whole or in part, or, to such Grantor's knowledge, is not presently subsisting. Each of such Material IP Items is valid and enforceable. Each
Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Material IP Items free and clear of
any Liens, other than Permitted Liens. Each Grantor has adopted, used and is currently using, or has a current bona fide intention to use, all of such
Material IP Items and such Grantor has no knowledge of any suits or actions commenced or threatened with respect thereto; and
(j) as of the date hereof, such Grantor does not own any Commercial Tort Claim in an amount in excess of $5,000,000 individually or $10,000,000 in
the aggregate, except for those disclosed on Schedule VI hereto.
Notwithstanding the foregoing or anything else in this Agreement to the contrary, no representation, warranty or covenant is made with respect to the creation
or perfection of a security interest in Collateral to the extent such creation or perfection would require (i) any filing other than a filing in the United States of
America, any State thereof and the District of Columbia, (ii) other action under the laws of any jurisdiction other than the United States of America, any State
thereof and the District of Columbia or (iii) that any control agreements be obtained in respect thereof.
Section 3. Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the
Secured Obligations, as of the Closing Date each Grantor hereby pledges and grants to the Second Priority Collateral Agent, for the benefit of the Second
Priority Secured Parties, a Lien on and security interest in and to all of such Grantor's right, title and interest in the following personal property, whether now
owned by such Grantor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively
referred to herein as "Collateral"):
(a) the Instruments of such Grantor, together with all payments thereon or thereunder:
(b) all Inventory of such Grantor;
(c) all General Intangibles (including payment intangibles (as defined in the UCC) and Software) of such Grantor;
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