MoneyGram 2011 Annual Report Download - page 195

location within the State of Minnesota, and the parties hereto hereby irrevocably submit to the non−exclusive jurisdiction of any federal or state court
located within the State of Minnesota over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any
objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for
the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.
(k) Notices. The Holder should send all written notices regarding this Agreement or the Plan to the Company at the following address:
MoneyGram International, Inc.
EVP, General Counsel & Secretary
2828 North Harwood Street, 15th Floor
Dallas, TX 75201
(l) Amendments. The Company may amend this Agreement at any time; provided that, subject to Section 8 hereof and Section 7 of the Plan, no
such amendment, alteration, suspension, discontinuation or termination shall be made without the Holder’s consent, if such action would materially
diminish any of the Holder’s rights under this Agreement. The Company reserves the right to impose other requirements on the SARs, to the extent the
Company determines it is necessary or advisable under the laws of the country in which the Holder resides pertaining to the grant or exercise of the SARs,
or to facilitate the administration of the Plan.
(m) Entire Agreement. This Agreement, including the Appendix, and the Plan and the other agreements referred to herein and therein and any
schedules, exhibits and other documents referred to herein and therein constitute the entire agreement and understanding among the parties hereto in respect
of the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written,
whether in term sheets, presentations or otherwise, among the parties hereto, or between any of them, with respect to the subject matter hereof and thereof.
(n) Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any law, all other provisions of this
Agreement shall remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby are not affected in any
manner materially adverse to any party. If any provision of this Agreement is held to be invalid, illegal, or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest extent possible.
(o) Holder Undertaking. The Holder agrees to take such additional action and execute such additional documents the Company may deem
necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed either on the Holder or upon the SARs pursuant to the
provisions of this Agreement.
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