MoneyGram 2009 Annual Report Download - page 596

(g) the execution, delivery and performance of this Agreement by such Pledgor will not violate any provision of (i) any applicable law, rule, regulation,
order, judgment, writ, award or decree binding on such Pledgor, (ii) the charter or by-laws or Memorandum of Articles of Association of such Pledgor or
any Issuer or of any securities issued by any Issuer or (iii) any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which
such Pledgor or any Issuer is a party or to which such Pledgor or its assets is bound, and will not result in the creation or imposition of any Lien in any of
the assets of such Pledgor or any Issuer 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;
(h) the pledge, assignment and delivery to the Second Priority Collateral Agent (or its Representative) of the Pledged Shares pursuant to this Agreement
and the filing of UCC financing statements pursuant to the terms of the Second Priority Security Agreement create a valid second priority Lien on and a
perfected security interest in the Pledged Shares and the Proceeds thereof, to the extent that such Pledged Shares may be perfected by filing a financing
statement under the UCC or by such pledge, assignment and delivery, in favor of the Second Priority Collateral Agent, for the benefit of the Second
Priority Secured Parties, subject to no prior Lien other than the Lien created in favor of the First Priority Collateral Agent. Such Pledgor covenants and
agrees that it will defend the Second Priority Collateral Agent's right, title and security interest in and to the Pledged Shares and the Proceeds thereof
against the claims and demands of all persons whomsoever;
(i) with respect to any certificates 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) representing Pledged Collateral, either such certificates are "Securities" as defined in Article 8 of
the UCC as a result of actions by the Issuer or otherwise, or, if such certificates are not Securities, such Pledgor has so informed the Second Priority
Collateral Agent so that the Second Priority Collateral Agent may take steps to perfect its security interest therein as a General Intangible; and
(j) none of the Pledged Collateral owned by such Pledgor has been issued or transferred in violation of the securities registration, securities disclosure or
similar laws of any jurisdiction to which such issuance or transfer may be subject, except to the extent, individually or in the aggregate, that such issuance
or transfer could not reasonably be expected to result in a Material Adverse Effect.
Section 4. Covenants. If prior to the Termination Date, any Pledgor shall receive any certificate representing Pledged Shares (including, without limitation,
any certificate representing a dividend or a distribution in kind in connection with any reclassification, increase or reduction of capital, or issued in connection
with any reorganization, merger or consolidation), or any options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged
Shares, or otherwise, such Pledgor agrees to accept the same as the Second Priority Collateral Agent's Representative and to hold the same in trust for the
Second Priority Collateral 6