MoneyGram 2009 Annual Report Download - page 577

(c) Intellectual Property. If any Grantor shall (i) obtain registered rights to any new patentable inventions, any registered Copyrights or any Patents or
Trademarks, or (ii) become the owner of any registered Copyrights or any Patents or Trademarks or any improvement on any Patent, the provisions of this
Agreement above shall automatically apply thereto and such Grantor shall, on or before the later of (i) 30 days following such obtainment 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 obtainment, give to the Second
Priority Collateral Agent written notice thereof. Each Grantor hereby authorizes the Second Priority Collateral Agent to modify this Agreement (subject to
the Intercreditor Agreement) by amending Schedules III, IV and V, as applicable, to include any such registered or pending Copyrights, Patents and
Trademarks. Each Grantor shall have the duty (but no Second Priority Secured Party shall have any duty), subject to the exercise of its reasonable business
judgment, (i) to prosecute diligently any patent, trademark, or service mark applications material to the business of such Grantor pending as of the date
hereof or hereafter, (ii) to make application on unpatented but patentable inventions and on trademarks, copyrights and service marks material to the
business of such Grantor, as appropriate, (iii) to preserve and maintain all rights in the Material IP Items and (iv) to ensure that the Material IP Items are
and remain enforceable; provided, that such Grantor may abandon or otherwise cease to maintain any Copyrights, Patents or Trademarks that, in the
ordinary course of business, are reasonably determined by such Grantor not to merit continuing maintenance. Any expenses incurred in connection with
any Grantor's obligations under this Section 4.1(c) shall be borne by the Grantors. No Grantor shall abandon any right to file a patent, trademark or service
mark application, or abandon any pending patent, application or any other Copyright, Patent or Trademark (in each case which is or would constitute a
Material IP Item) without the written consent of the Second Priority Collateral Agent, which consent shall not be unreasonably withheld; provided, that
such Grantor may abandon or otherwise cease to maintain any Copyrights, Patents or Trademarks that, in the ordinary course of business, are reasonably
determined by such Grantor not to merit continuing maintenance.
(d) Further Identification of Collateral. Each Grantor will, within 30 days following a written request and as often as reasonably requested by the
Second Priority Collateral Agent or its Representative (but no more frequently than twice per year except during the continuance of an Event of Default),
furnish to the Second Priority Collateral Agent or such Representative, updated schedules to this Agreement and such other information further identifying
and describing the Collateral as the Second Priority Collateral Agent or its Representative may reasonably request, all in reasonable detail.
(e) Investment Property. If any Grantor shall at any time hold or acquire any certificated securities, 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 Certificated Securities
representing Capital Stock 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)(1) or (2) 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 11