MoneyGram 2009 Annual Report Download - page 575

(d) all Equipment (including any corporate aircraft) of such Grantor;
(e) all Documents of such Grantor;
(f) all Contracts of such Grantor;
(g) all Goods of such Grantor;
(h) all Investment Property of such Grantor;
(i) Commercial Tort Claims of such Grantor; specified on Schedule VI, as from time to time updated; and
(j) all other tangible and intangible personal property of such Grantor; including, without limitation, all Proceeds, products, accessions, rents, profits,
income, benefits, substitutions, additions and replacements of and to any of the property of such Grantor described in the preceding clauses of this
Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating
thereto), other rights to payments not otherwise included in the foregoing and all books, correspondence, files, records, invoices and other papers,
including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession
or under the control of such Grantor or any computer bureau or service company from time to time acting for such Grantor;
provided, however, that "Collateral" shall not include the Excluded Assets.
Section 4. Covenants; Remedies. In furtherance of the grant of the pledge and security interest pursuant to Section 3 hereof, each Grantor hereby agrees
with the Second Priority Collateral Agent, for the benefit of the Second Priority Secured Parties, as follows:
4.1. Delivery and Other Perfection; Maintenance, etc.
(a) Delivery of Instruments, Documents, Etc. If any Grantor shall at any time hold or acquire (1) any Instrument in an amount in excess of $5,000,000
individually or $10,000,000 in the aggregate, (2) any Chattel Paper in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or
(3) any negotiable Document in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, such Grantor shall, on the earlier of
(A) 30 days after the date written notice thereof has been given to the Grantor by the Second Priority Collateral Agent but only with respect to Instruments,
Chattel Paper and negotiable Documents of Significant Acquired Subsidiaries and (B) on or before the later of (i) 30 days following such acquisition or
(ii) the first date required for delivery of financial statements pursuant to Section 4.03(a)(i) or (ii) of the Indenture following such acquisition (or such
longer period as to which the Second Priority Collateral Agent may agree) or, if an Event of Default has occurred and is continuing, within 30 days
following written notice thereof given by the Second Priority Collateral Agent to such Grantor, deliver and pledge to the Second Priority Collateral Agent
or its Representative (or prior to the First Priority Obligation Payment 9