MoneyGram 2009 Annual Report Download - page 625

Exhibit 3.16(f)
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 TRADEMARK SECURITY AGREEMENT
This SECOND PRIORITY TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as of March 25, 2008 between PROPERTYBRIDGE,
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, 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 Trademarks, together with the goodwill of the business symbolized by Grantor's Trademarks,
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 Trademarks 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 "Trademark Collateral"),
whether presently existing or hereafter created or acquired: