MoneyGram 2009 Annual Report Download - page 586

5.5. Counterparts; Headings. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement may be executed by manual signature
or facsimile or, if approved in writing by the Second Priority Collateral Agent, all of which shall be equally valid. The headings in this Agreement are for
convenience of reference only and shall not alter or otherwise affect the meaning hereof.
5.6. Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other
provisions hereof shall remain in full force and effect in such jurisdiction and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction
shall not affect the validity or enforceability of such provision in any other jurisdiction.
5.7. Expenses. Any taxes (including income taxes) and stamp duties payable or ruled payable by any domestic or foreign Governmental Entity in respect of
this Agreement shall be paid by the Grantors, together with related interest, penalties, fines and expenses, if any. The Grantors shall reimburse the Second
Priority Collateral Agent promptly following demand for any and all reasonable and documented costs and out-of-pocket expenses (limited with respect to
legal expenses to the reasonable fees, disbursements and other charges of one counsel to the Second Priority Collateral Agent and, if reasonably necessary,
one local counsel in any relevant jurisdiction) relating to this Agreement. For purposes thereof, costs and expenses relating to the collection, preservation or
sale of the Collateral shall be deemed to be in connection with the administration of this Agreement. Any and all costs and expenses incurred by the Grantors
in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.
5.8. Entire Agreement. This Agreement embodies the entire agreement and understanding between the Grantors and the Second Priority Collateral Agent
with respect to the subject matter hereof and supersedes all prior oral and written agreements and understandings between any Grantor and the Second Priority
Collateral Agent relating to the subject matter hereof. This Agreement supplements the other Financing Documents and nothing in this Agreement shall be
deemed to limit or supersede the rights granted to the Second Priority Collateral Agent or the other Secured Parties in any other Financing Document. In the
event of any inconsistencies between the provisions of this Agreement and the provisions of the Second Priority Pledge Agreement relating to Pledged
Collateral, the provisions of the Second Priority Pledge Agreement relating to the Pledged Collateral shall govern.
5.9. Choice of Law, Submission to Jurisdiction, etc.
(a) This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflicts of laws
principles thereof.
(b) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of
the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement
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