MoneyGram 2009 Annual Report Download - page 606

TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.
Section 26. Amendments. Etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by each
Pledgor and the Second Priority Collateral Agent with (other than in the case of amendments hereof solely for the purpose of adding Pledged Collateral as
contemplated hereby) the concurrence or at the direction of the Required Second Priority Secured Parties. Any such amendment or waiver shall be binding
upon the Second Priority Collateral Agent and each Pledgor and their respective successors and assigns.
Section 27. Counterparts: Headings. This Agreement may be authenticated in any number of counterparts, all of which taken together shall constitute one
and the same instrument and any of the parties hereto may authenticate this Agreement by signing any such counterpart. This Agreement may be
authenticated by manual signature, facsimile or electronic means, 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.
Section 28. Entire Agreement. This Agreement embodies the entire agreement and understanding between the Pledgors 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 Pledgor and the Second
Priority Collateral Agent relating to the subject matter hereof. Nothing in this Agreement shall be deemed to limit or supersede the rights granted to the
Second Priority Collateral Agent or the other Second Priority Secured Parties in the Indenture. In the event of any inconsistencies between the provisions of
this Agreement and the provisions of the Second Priority Security Agreement relating to Pledged Collateral, the provisions of this Agreement relating to the
Pledged Collateral shall govern.
Section 29. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act, Deutsche Bank Trust Company
Americas, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this agreement agree that they will
provide Deutsche Bank Trust Company Americas with such information as it may request in order for Deutsche Bank Trust Company Americas to satisfy the
requirements of the USA Patriot Act.
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