MoneyGram 2009 Annual Report Download - page 335

2.5 Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Priority Collateral and the Second Priority Collateral shall
be identical. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon request by the First Priority Representative or the Second Priority Representative, to cooperate in good faith (and to direct their counsel to
cooperate in good faith) from time to time in order to determine the specific items included in the First Priority Collateral and the Second Priority Collateral
and the steps taken to perfect their respective Liens and the identity of the respective parties obligated under the First Priority Documents and the Second
Priority Documents; and
(b) that the documents and agreements creating or evidencing the First Priority Collateral and the Second Priority Collateral and guarantees for the First
Priority Obligations and the Second Priority Obligations shall be in all material respects the same forms of documents other than (i) with respect to the first
priority and the second priority nature of the security interests created thereunder and (ii) as provided in Section 2.6.
(c) So long as the First Priority Obligations Payment Date has not occurred, if any Second Priority Secured Party shall acquire or hold any new Lien on any
assets of any Loan Party securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative
under the First Priority Documents, then the Second Priority Representative, will, without the need for any further consent of any other Second Priority
Secured Party, notwithstanding anything to the contrary in any other Second Priority Document, hold such Lien for the benefit of the First Lien
Representative. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to
the First Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree that any amounts received by or
distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.5(c) shall be subject to Section 4.1.
2.6 Bailee for Perfection. (a) The First Priority Representative agrees to hold that part of the Common Collateral that is in its possession or control (or in
the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the Uniform
Commercial Code or other applicable law as collateral agent for the First Priority Secured Parties and as bailee for the Second Priority Representative (such
bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code)
and any assignee solely for the purpose of perfecting the security interest granted under the First Priority Documents and the Second Priority Documents,
respectively, subject to the terms and conditions of this Section 2.6. Solely with respect to any deposit accounts under the control (within the meaning of
Section 9-104 of the UCC) of the First Priority Representative, the First Priority Representative agrees to also hold control over such deposit accounts as agent
for the Second Priority Representative.
(b) The First Priority Representative shall have no obligation whatsoever to the First Priority Secured Parties, the Second Priority Representative or any
Second Priority Secured Party to ensure that the Common Collateral is genuine or owned by any
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