MoneyGram 2009 Annual Report Download - page 615

Exhibit 3.16(d)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE SECOND
PRIORITY COLLATERAL AGENT PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE
SECOND PRIORITY COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT DATED AS OF MARCH 25, 2008, AS THE SAME MAY BE AMENDED, SUPPLEMENTED, MODIFIED OR REPLACED FROM
TIME TO TIME (THE "INTERCREDITOR AGREEMENT"), AMONG JPMORGAN CHASE BANK, N.A., AS FIRST PRIORITY
REPRESENTATIVE, DEUTSCHE BANK TRUST COMPANY AMERICAS, A NEW YORK BANKING CORPORATION, AS SECOND
PRIORITY REPRESENTATIVE AND MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. IN THE EVENT OF ANY CONFLICT
BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR
AGREEMENT SHALL GOVERN AND CONTROL.
SECOND PRIORITY PATENT SECURITY AGREEMENT
This SECOND PRIORITY PATENT SECURITY AGREEMENT (this "Agreement"), dated as of March 25, 2008 between MONEYGRAM PAYMENT
SYSTEMS, INC., a Delaware corporation ("Grantor"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as
Collateral Agent for the benefit of the Secured Parties (the "Second Priority Collateral Agent").
WITNESSETH:
WHEREAS, Grantor has entered into a Second Priority Security Agreement of even date herewith (as amended, restated, amended and restated, modified
or supplemented from time to time, the "Second Priority Security Agreement") with the Second Priority Collateral Agent, for the benefit of the Secured
Parties, pursuant to which Grantor has granted to the Second Priority Collateral Agent a security interest in substantially all the assets of Grantor, including all
right, title and interest of Grantor in, to and under all now owned and hereafter acquired Patents, and all proceeds thereof, to secure the payment of the Second
Priority Secured Obligations;
WHEREAS, capitalized terms used but not defined herein are used in the manner provided in the Second Priority Security Agreement and the Indenture, as
applicable;
WHEREAS, Grantor owns the registered and pending Patents listed on Schedule 1 annexed hereto; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor does hereby grant to
the Second Priority Collateral Agent, for the benefit of the Second Priority Secured Parties, a continuing security interest in all of Grantor's right, title and
interest in, to and under the following (all of the following items or types of property being herein collectively referred to as the "Patent Collateral"), whether
presently existing or hereafter created or acquired;