MoneyGram 2009 Annual Report Download - page 247

Section 6.22 Collateral. Effective upon any Subsidiary becoming a Guarantor after the date hereof, the Borrower shall cause such Guarantor within fifteen
Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the
Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of
such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will,
and will cause each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative
Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney,
certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably
require. Notwithstanding any of the foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to grant a security interest in any asset if
the granting of such security interest would result in the violation of any applicable law or regulation, (ii) the Collateral shall not include a security interest in
any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving
effect to relevant provisions of the Uniform Commercial Code), (iii) fee-owned real property having an individual fair market value of less than $2,500,000 or
aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (iv) the Collateral shall not include cash and cash equivalents,
accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided, that in
no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-
credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint
ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties and obligations the interest on which
is wholly exempt from the taxes imposed by subtitle A of the Code, (v) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the
Capital Stock of material first-tier Foreign Subsidiaries, (vi) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial
assets, assets as to which it and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other
assets in which it may determine that the taking of a security interest would not be advisable, and (vii) no foreign law security or pledge agreements shall be
required.
Section 6.23 Holdco Covenant. Holdco shall not, nor shall it permit any of its Subsidiaries (other than the Borrower and any of its Subsidiaries) to, engage
in any activity or suffer to have any condition outstanding that would violate the Passive Holding Company Condition.
ARTICLE VII
DEFAULTS
The occurrence of any one or more of the following events shall constitute a Default:
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