AMENDMENT NO. 5 TO AMENDED AND RESTATED MASTER TRUST AGREEMENT

Trustee shall not authorize or appoint sub-agents or sub-delegates to sell or offer or perform money transfer services.

Trustee acknowledges and agrees that it may be subject to supervision and regulation by certain state governmental authorities;

Trustee hereby consents, with or without further prior notice, to examinations and/or inspections of its books, records and accounts by any authorized state governmental representative to the fullest extent allowed by law.

Trustee acknowledges and agrees that state governmental authorities may suspend or revoke Trustee’s designation as an “authorized delegate”, “agent”,” authorized agent”, “authorized seller” or “authorized vendor”, or require Company to terminate Trustee’s designation as such;

Trustee acknowledges and agrees that Trustee is under a duty to act only as authorized under the Agreement, and that if Trustee exceeds its authority under the Agreement the Agreement is subject to termination and Trustee may be subject to disciplinary action under applicable law;

Trustee agrees to post any notice that is legally required or provided by Company or any governmental authority in the manner required by law.

The Authorized Delegate shall perform the Services in compliance with the Alaska Uniform Money Services Act, Alaska Statutes, Title 6, Chapter 55 (the “Act”), and any regulations adopted or orders issued thereunder, as amended from time to time.

The Authorized Delegate certifies that it is familiar with, and agrees to operate in full compliance with, the Act and 3 Alaska Administrative Code Chapter 13 including the requirements of Alaska Statutes § 06.55.301(b) for remission of money, the trust and other requirements of Alaska Statutes § 06.55.301(d), and the record maintenance requirements of Alaska Stat. § 06.55.405 and 3 Alaska Administrative Code Chapter 13.

The Authorized Delegate acknowledges receipt of the written policies and procedures required under Alaska Stat. § 06.55.301(a).

The Agreement may contain a provision designating governing law as a state other than the State of California.  Notwithstanding the terms of the Agreement, the provisions of the California Money Transmission Act shall apply to the Agreement for Agents or Agent locations in the State of California and in the event of a conflict of laws, the provisions of the California Money Transmission Act shall prevail.

MoneyGram appoints the Agent as its agent with authority to sell on behalf of MoneyGram payment instruments issued by MoneyGram or to conduct money transmission on behalf of MoneyGram. The Authorized Delegate shall perform the services in compliance with the Money Transmission Act, California Financial Code, Division 1.2 (the “Act”) and any regulations adopted or orders issued thereunder, as amended from time to time.

The Agent shall make and keep accounts, correspondence, memorandums, papers, books, and other records as the Department of Business Oversight by regulation or order requires and preserves the records for the time specified by the regulation or order.

The Agent acknowledges and agrees that:

all money or monetary value, less fees due agents provided for and expressly set forth in the written agreement, received by the Agent for money transmission on behalf of MoneyGram shall be trust funds owned by and belonging to MoneyGram the time when the money or an equivalent amount are remitted by the agent to the MoneyGram in accordance with Section 2060 of Chapter 4 of the California Financial Code.

all money must be remitted in accordance with the provisions of Cal. Fin. Code § 2000 et seq.

it agrees to be bound by any other provisions that the Commissioner may by regulation or order find to be necessary to carry out the

Agent agrees to update and amend its agreements with MoneyGram to accommodate any other provisions that the Commissioner may by regulation find to be necessary to carry out the provisions and purposes of the Act.

The Authorized Vendor shall report to MoneyGram, immediately upon discovery, the theft or loss of currency received for a transmission or payment instrument.

The Authorized Vendor shall hold in trust all currency or payment instruments received for transmissions or for the purchase of payment instruments from the time of receipt by MoneyGram or the Authorized Vendor until the time the transmission obligation is completed.

The Authorized Vendor shall not commingle the money received for transmissions accepted or payment instruments sold on behalf of MoneyGram with the money or property of the Authorized Vendor, except for making change in the ordinary course of the Authorized Vendor’s business, and ensure that the money is accounted for at the end of the business day.

The Authorized Seller shall operate in full compliance with the laws of the State of Illinois and of the United States, including without limitation the Illinois Transmitters of Money Act (the “Act”), Illinois Compiled Statutes, Sections 657/1 - 657/105, and any rules and regulations issued thereunder, as amended from time to time.

The Authorized Seller acknowledges and agrees that it holds in trust for MoneyGram from the moment of receipt the proceeds of any business transacted under the Act in an amount equal to the amount of proceeds due MoneyGram less the amount due the Authorized Seller. The funds shall remain the property of MoneyGram whether or not commingled by the Authorized Seller with its own funds. In the event MoneyGram’s license is revoked by the Director of Financial Institutions (the “Director”), all proceeds then held in trust by the Authorized Seller shall be deemed to have been assigned to the Director.

The Authorized Seller shall upon discovery immediately report to MoneyGram the theft or loss of any payment instrument from MoneyGram or Authorized Seller in Illinois having a value in excess of $100 or an aggregate value of $1,000 in any 3 month period.

The Authorized Delegate agrees to operate in full compliance with the Iowa Money Services Act, Iowa Code Chapter 533C (the “Act”), and any regulations and orders issued thereunder, as amended from time to time.

The Authorized Delegate acknowledges and agrees that it shall not provide Money services outside the scope of activity permissible under the Agreement between MoneyGram and the Authorized Delegate, except activity in which the authorized delegate is authorized to engage under Article 2 or 3 of the Iowa Uniform Money Services Act, Iowa Code Chapter 533C.

A record of each payment instrument from the date it was created;

A general ledger posted at least monthly containing all asset, liability, capital, income and expense accounts;

Bank statements and bank reconciliation records;

Records of outstanding payment instruments;

Records of each payment instrument paid within the 3 year period;

A list of the last known name and addresses of all of the MoneyGram’s Authorized Delegates.

Any other records the commissioner reasonably requires.

As an Authorized Delegate of MoneyGram, you shall comply with the Michigan Money Transmission Services Act, Mich. Comp. Laws §§ 487.1001 - 1047, as amended and all other applicable law.

You shall remit all monies owing to MoneyGram in accordance with the Agreement. “Remit” means to make direct payments of money to MoneyGram or its representative authorized to receive money or to deposit money in a depository financial institution in an amount specified by MoneyGram.

If MoneyGram’s license is suspended or revoked you shall immediately cease providing money transmission services as an Authorized Delegate of MoneyGram upon notice of the suspension or revocation.

You acknowledge and agree that you shall not provide money transmission services outside the scope of activity permissible under the Agreement, except activity in which you as an Authorized Delegate of MoneyGram is otherwise authorized to engage.

You acknowledge and agree that, as an Authorized Delegate of MoneyGram, you hold all money received from providing money transmission services, reduced by any fees owed to you by MoneyGram, in trust for the benefit of MoneyGram.

MoneyGram is licensed by the Superintendent of Banks of the State of New York (the “Superintendent”) to engage in the business of issuing and selling money orders denominated in United States currency and receiving money for transmission within this country and abroad pursuant to the provisions of Article XIII-B of the Banking Law.

The Agent shall not act on behalf of the consumer as a courier for the transmission of money which activity requires licensing as a money transmitter, and any money orders sold in the State of New York may not be retained by the Agent but must be given to the purchasers of the instruments for their own delivery to the beneficiary.

The Agent acknowledges and agrees that the Superintendent reserves the right to inspect, with or without prior notice to MoneyGram or the Agent or subagent, if any, the books and records of the Agent of MoneyGram, and that the expenses incurred by the Superintendent in making any such inspection shall be borne by MoneyGram.

The Agent shall not sell any travelers check, money order or other money transmission instrument in the State of New York unless MoneyGram’s name shall clearly appear on the face of the instrument and MoneyGram shall not condition its engagement as obligor under the payment instrument upon the remittance of proceeds of sale from the Agent and subagent, if any.

The Agent shall not sell any travelers check, money order or other money transmission instrument in the State of New York unless the Agent has provided the Superintendent with a written and irrevocable consent to examine, have access to, and retain copies of all of its books and records, wherever maintained, relating to these activities.

The Agent acknowledges and agrees that it is under a duty to act only as authorized under the Agreement between MoneyGram and the Agent, and the Agent who exceeds such authority is subject to cancellation of this Agreement and may result in further disciplinary action against MoneyGram by the Superintendent.

The Agent shall not sell or deliver money orders over-the-counter to the public or engage in the business of receiving money for transmission in a manner that would require the Agent to be licensed under Article XIII-B, Section 648 of the Banking Law, New York State Consolidated Laws. Section 648 provides that: § 648. Agents and subagents

No license under this article shall be required of any agent or subagent of a licensee except as provided in the following subsection.

The Agent is acting on behalf of MoneyGram in providing money transmission services.

The Agent and MoneyGram agree that the Agent is subject to the control of MoneyGram meaning that MoneyGram takes complete responsibility for the money being transmitted from the moment that an individual initiates the transmission of money with the Agent until the intended recipient receives the transmitted money,

There is no risk of loss to the individual initiating the transaction if the Agent fails to remit the funds to MoneyGram.

Receipt of funds by the Agent for MoneyGram products or services is deemed receipt of funds by MoneyGram.

The Agent may not provide money transmission services outside the scope of activity permissible under the written agreement between the Agent and MoneyGram except to the extent that the Agent is licensed itself or acting as an agent for another person.

Individuals doing business with the Agent are aware that the Agent is working on behalf of MoneyGram.

The Authorized Delegate certifies that it is familiar with and agrees to fully comply with all applicable state and federal laws, rules, and regulations pertaining to money transmission, including the Puerto Rico Act to Regulate Money Services Business, P.R. Laws, (Act No. 136 of 2010), the Bank Secrecy Act, the USA PATRIOT ACT and other money services laws and agrees to comply fully with such requirements.

The Authorized Delegate shall remit all money owing to MoneyGram in accordance with the terms of the Agreement between MoneyGram and the Authorized Delegate and in accordance with § 3.7 of the Puerto Rico Act to Regulate Money Services Business.

The Authorized Delegate shall prepare and maintain records as required by the Puerto Rico Act to Regulate Money Services Business or any rules adopted or orders issued thereunder or as reasonably requested by the Commissioner of Financial Institutions of Puerto Rico (‘Commissioner”).

The Authorized Delegate acknowledges and consents to examination or investigation by the Commissioner.

The Authorized Agent acknowledges and agrees that it is under a duty to act only as authorized under this Agreement, and that if the Authorized Agent exceeds such authority this Agreement is subject to cancellation by MoneyGram and the Authorized Agent is subject to disciplinary action by the Commissioner.

MoneyGram appoints the Authorized Delegate as MoneyGram's authorized delegate with the authority to conduct money transmission on behalf of MoneyGram in compliance with the Texas Regulation of Money Services Business, Chapter 151 of the Texas Finance Code, and any rules adopted or orders issued thereunder, as amended from time to time.

MoneyGram and the Authorized Delegate acknowledge that the contract between them sets forth the nature and scope of the relationship between MoneyGram and the Authorized Delegate and the respective rights and responsibilities of the parties.

The Authorized Delegate certifies that it is familiar with and agrees to fully comply with all applicable state and federal laws, rules, and regulations pertaining to money transmission, including the Texas Regulation of Money Services Business, Chapter 151 of the Texas Finance Code and any rules adopted or orders issued thereunder, relevant provisions of the Bank Secrecy Act and the USA PATRIOT ACT, and Chapter 271 and Chapter 278 of the Texas Finance Code.

The Authorized Delegate shall remit all money owed to MoneyGram: (1) not later than the 10th business day after the date the Authorized Delegate receives the money; (2) in accordance with the contract between MoneyGram and the Authorized Delegate; or (3) as directed by the commissioner. The Authorized Delegate may remit the money at a later date if the Authorized Delegate maintains on deposit with an office of a federally insured financial institution located in the United States an amount that: (1) is in an account solely in the name of MoneyGram; and (2) for each day by which the period before the remittance exceeds 10 business days, is not less than the outstanding obligations of MoneyGram routinely incurred by the Authorized Delegate on a daily basis.

MoneyGram shall hold in trust all money received for transmission directly or from the Authorized Delegate from the time of receipt until the time the transmission obligation is discharged.  A trust resulting from MoneyGram's actions is in favor of the persons to whom the related money transmission obligations are owed. The Authorized Delegate shall hold in trust all money received for transmission by or for MoneyGram from the time of receipt until the time the money is remitted by the Authorized Delegate to MoneyGram.  A trust resulting from the Authorized Delegate's actions is in favor of MoneyGram. The Authorized Delegate may not commingle the money received for transmission by or for MoneyGram with the Authorized Delegate's own money or other property, except to use in the ordinary course of the Authorized Delegate's business for the purpose of making change, if the money is accounted for at the end of each business day. If MoneyGram or the Authorized Delegate commingles any money received for transmission with money or other property owned or controlled by MoneyGram or the Authorized Delegate, all commingled money and other property are impressed with a trust as provided by section 151.404 of the Texas Finance Code in an amount equal to the amount of money received for transmission, less the amount of fees paid for the transmission. If the commissioner revokes MoneyGram’s license under section 151.703 of the Texas Finance Code, all money held in trust by MoneyGram and the Authorized Delegates is assigned to the commissioner for the benefit of the persons to whom the related money transmission obligations are owed. Money of MoneyGram or the Authorized Delegate impressed with a trust under section 151.404 of the Texas Finance Code may not be considered

The Authorized Delegate shall prepare and maintain records as required by Chapter 151 of the Texas Finance Code or any rules adopted or orders issued thereunder or as reasonably requested by the commissioner.

MoneyGram and the Authorized Delegate acknowledge that the Authorized Delegate consents to examination or investigation by the commissioner.

MoneyGram is subject to regulation by the commissioner and that, as part of that regulation, the commissioner may suspend or revoke an authorized delegate designation or require MoneyGram to terminate an authorized delegate designation.

The Authorized Delegate acknowledges receipt of the written policies and procedures adopted by MoneyGram to ensure that the Authorized Delegate complies with applicable state and federal law.

The Authorized Delegate shall operate in full compliance with the State of “Washington Uniform Money Services Act,” Rev. Code Wash. §§ 19.230.005 to 19.230.905 and any rules adopted, or orders issued thereunder, as amended from time to time.

The Authorized Delegate acknowledges and agrees that it may not provide money services outside the scope of activity permissible under the Agreement between MoneyGram and the Authorized Delegate, except activity in which the Authorized Delegate is authorized to engage under Rev. Code Wash. §§ 19.230.030 or 19.230.080.