MoneyGram 2009 Annual Report Download - page 341

(the "Purchase Notice") by the Second Priority Representative on behalf of the Purchasing Parties to the First Priority Representative no later than 25
Business Days after (i) commencement of any Enforcement Action with respect to a material portion of the Common Collateral following the acceleration of
the First Priority Obligations or (ii) the commencement of an Insolvency Proceeding by or against the Borrower. If the Second Priority Representative on
behalf of the Purchasing Parties so delivers the Purchase Notice, the First Priority Representative shall terminate any existing Enforcement Actions and shall
not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase
Notice in accordance with this Section 3.8.
(b) On the date specified by the Second Priority Representative on behalf of the Purchasing Parties in the Purchase Notice (which shall be a Business Day
not less than five Business Days, nor more than 20 Business Days, after receipt by the First Priority Representative of the Purchase Notice), the First Priority
Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Purchasing Parties, and the
Purchasing Parties shall purchase (the "Purchase") from the First Priority Secured Parties, the First Priority Obligations; provided, that the First Priority
Obligations purchased shall not include any rights of First Priority Secured Parties with respect to indemnification and other obligations of the Loan Parties
under the First Priority Documents that are expressly stated to survive the termination of the First Priority Documents (the "Surviving Obligations").
(c) Without limiting the obligations of the Loan Parties under the First Priority Documents to the First Priority Secured Parties with respect to the
Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall pay to the
First Priority Secured Parties as the purchase price (the "Purchase Price") therefor the full amount of all First Priority Obligations then outstanding and
unpaid (including principal, interest, fees, premiums, breakage costs, attorneys' fees and expenses), and, in the case of any Hedging Obligations, the amount
that would be payable by the relevant Loan Party thereunder if it were to terminate such Hedging Obligations on the date of the Purchase or, if not terminated,
an amount determined by the relevant First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Hedging Obligations,
(ii) furnish cash collateral (the "Cash Collateral") to the First Priority Secured Parties in such amounts as the relevant First Priority Secured Parties
determine is reasonably necessary to secure such First Priority Secured Parties in connection with any outstanding letters of credit (not to exceed 105% of the
aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the First Priority Secured Parties for any loss, cost, damage or expense
(including attorneys' fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the
First Priority Obligations and/or as to which the First Priority Secured Parties have not yet received final payment and (iv) agree, after written request from
the First Priority Representative, to reimburse the First Priority Secured Parties in respect of indemnification obligations of the Loan Parties under the First
Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in
any loss, cost, damage or expense to any 16