MoneyGram 2011 Annual Report Download - page 168

The execution and delivery of this letter shall not operate as a waiver of any right, power or remedy of the GS Holders under the Indenture, nor
constitute an amendment of any other provision of the Indenture or for any purpose except as expressly set forth herein.
The Company hereby represents and warrants as follows:
1. The Fifth Supplemental Indenture, when fully−executed and effective, will constitute the legal, valid and binding obligation of the Company and
the Guarantors enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting the Company and the Guarantors rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
2. The Company and each Guarantor has all requisite corporate power and authority to enter into the Fifth Supplemental Indenture and to carry out the
transactions contemplated by, and perform its obligations under, the Fifth Supplemental Indenture and the Indenture as amended by the Fifth Supplemental
Indenture.
3. After giving effect to the Fifth Supplemental Indenture, the Indenture, as amended, does not impair the validity, effectiveness or priority of the
Liens granted pursuant to the Security Documents, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations with
respect to the Notes, whether heretofore or hereafter incurred. The position of the GS Holders with respect to such Liens, the Collateral in which a security
interest was granted pursuant to the Security Documents and the ability of the Trustee to realize upon such Liens pursuant to the terms of the Security
Documents have not been adversely affected in any material respect by the amendments to the Indenture effected pursuant to the Fifth Supplemental
Indenture or by the execution, delivery, performance or effectiveness of the Fifth Supplemental Indenture. The Company and each Guarantor confirm that
the Indenture and each Security Document to which it is a party is, and shall continue to be, in full force and effect, and the same are hereby ratified,
approved and confirmed in all respects, except as the Indenture may be amended by the Fifth Supplemental Indenture.
4. As of the date hereof (and giving effect to the Fifth Supplemental Indenture), no event has occurred and is continuing or will result from the
consummation of the transactions contemplated by the Fifth Supplemental Indenture or the Indenture as amended by the Fifth Supplemental Indenture that
would constitute an Event of Default.
The Company and each Guarantor reaffirm as of the date hereof their respective covenants and agreements contained in the Indenture and each
Security Documents to which it is a party, including, in each case, as such covenants and agreements may be modified by the Fifth Supplemental Indenture.
THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
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