MoneyGram 2009 Annual Report Download - page 595

the benefit to the Second Priority Secured Parties of the security afforded thereby; (c) any other assets that require perfection exclusively through control
agreements under the applicable UCC; or (d) any direct Proceeds, substitutions or replacements of any of the foregoing, but only to the extent such
Proceeds, substitutions or replacements would otherwise constitute any of the items described in clauses (a) through (c) above.
(b) All of the Pledged Shares now owned by each Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which
certificates, with undated stock or other transfer powers duly executed in blank by such Pledgor and irrevocable proxies, have previously been or are
simultaneously herewith being delivered to the Second Priority Collateral Agent (or prior to the First Priority Obligations Payment Date, the First Priority
Collateral Agent acting as bailee on its behalf), for the benefit of the Second Priority Secured Parties.
Section 3. Representations and Warranties of Pledgors. Each Pledgor represents and warrants to, and covenants with, the Second Priority Collateral Agent,
for the benefit of the Second Priority Secured Parties, as follows:
(a) such Pledgor is the record and beneficial owner of, and has legal title to, the Pledged Shares which are listed on Exhibit A, and such shares are free
and clear of all Liens whatsoever, except for Permitted Liens;
(b) such Pledgor has the power, authority and legal right to execute this Agreement and to pledge the Pledged Shares and any additional Pledged
Collateral to the Second Priority Collateral Agent, for the benefit of the Second Priority Secured Parties;
(c) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such
Pledgor enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization and other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles;
(d) there are no outstanding options, warrants or other agreements with respect to the Pledged Shares;
(e) the Pledged Shares have been duly and validly authorized and issued, and are or will be fully paid and non-assessable. The Pledged Shares listed on
Exhibit A constitute the percentage of the issued and outstanding Capital Stock of such class of the Issuers specified on Exhibit A;
(f) no consent, approval or authorization of or designation or filing with any Governmental Authority on the part of such Pledgor is required in
connection with or as a condition to the pledge and security interest granted under this Agreement, or the exercise by the Second Priority Collateral Agent
of the voting and other rights provided for in this Agreement except as may be required in connection with disposition of the Pledged Collateral by laws
affecting the offering and sale of securities generally; 5