MoneyGram 2009 Annual Report Download - page 576

Date to the First Priority Collateral Agent acting as bailee on behalf of the Second Priority Collateral Agent) any and all (to the extent constituting
Collateral) Instruments, negotiable Documents and Chattel Paper duly endorsed and/or accompanied by such instruments of assignment and transfer
executed by such Grantor in such form and substance as the Second Priority Collateral Agent or its Representative may reasonably request; provided, that
so long as no Event of Default shall have occurred and be continuing, such Grantor may retain for collection in the ordinary course of business any such
Instruments, negotiable Documents and Chattel Paper received by such Grantor in the ordinary course of business, and the Second Priority Collateral
Agent or its Representative shall, promptly upon written request and at the expense of such Grantor, make appropriate arrangements for making any other
Instruments, negotiable Documents and Chattel Paper pledged by such Grantor available to such Grantor for purposes of presentation, collection or
renewal (any such arrangement to be effected, to the extent deemed appropriate by the Second Priority Collateral Agent or its Representative, against trust
receipt or like document).
(b) Other Documents and Actions. Each Grantor shall (subject to the Intercreditor Agreement), upon written request by the Second Priority Collateral
Agent, promptly execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be
reasonably necessary (in the reasonable judgment of the Second Priority Collateral Agent or its Representative) to create, preserve, perfect or validate the
security interest granted pursuant hereto or to enable the Second Priority Collateral Agent or its Representative to exercise and enforce the rights of the
Second Priority Collateral Agent hereunder with respect to such pledge and security interest; provided, that in no event shall any control agreements be
required. Notwithstanding the foregoing, each Grantor hereby irrevocably authorizes the Second Priority Collateral Agent at any time and from time to
time to file in any filing office in any relevant UCC jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral
(i) as all assets (other than Excluded Assets) of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the
Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with
greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office
acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization
identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted
collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information
to the Second Priority Collateral Agent promptly upon written request. Each Grantor also ratifies its authorization for the Second Priority Collateral Agent
to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. For the avoidance of
doubt, it is the obligation of each Grantor to obtain, protect and preserve the perfection of lien on behalf of the Second Priority Collateral Agent and the
Second Priority Collateral Agent has no obligation whatsoever to take such acts or make any filings in connection therewith.
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