MoneyGram 2009 Annual Report Download - page 578

given by the Second Priority Collateral Agent to such Grantor, deliver such Certificated Securities to the First Priority Collateral Agent (acting as bailee on
behalf of the Second Priority Collateral Agent), accompanied by such undated instruments of transfer or assignment duly executed in blank as the First
Priority Collateral Agent may from time to time reasonably specify.
(f) Commercial Tort Claims. If at any time any Grantor shall hold or acquire any Commercial Tort Claim 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 Commercial Tort Claims 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 given by the Second Priority Collateral Agent to such Grantor,
enter into a supplement to this Agreement (subject to the Intercreditor Agreement), granting to the Second Priority Collateral Agent a Lien on and security
interest in such Commercial Tort Claim.
4.2. Other Liens. Grantors will not create, permit or suffer to exist, and will defend the Collateral against and take such other action as is reasonably
necessary to remove, any Lien on the Collateral except Permitted Liens, and will defend the right, title and interest of the Second Priority Collateral Agent in
and to the Collateral and in and to all Proceeds thereof against the claims and demands of all Persons not holding a Permitted Lien.
4.3. Preservation of Rights. If an Event of Default has occurred or is continuing, the Second Priority Collateral Agent and its Representative may, but shall
not be required to, but only following 5 Business Days' written notice to any Grantor of its intent to do so, take any steps the Second Priority Collateral Agent
or its Representative reasonably deems necessary to preserve any Collateral or any rights against third parties to any of the Collateral, including obtaining
insurance of Collateral at any time when a Grantor has failed to do so, and any applicable Grantor jointly and severally agrees to promptly pay, or reimburse
the Second Priority Collateral Agent within 10 days after demand for, all reasonable expenses incurred in connection therewith.
4.4.Name Change: Location.
(a) Without limiting the restrictions on mergers involving the Grantors contained in the Indenture, if any Grantor shall (i) reincorporate or reorganize
itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof, (ii) otherwise change its
name, identity or corporate structure or (iii) change the proposed use by such Grantor of any tradename or fictitious business name other than any such
name set forth on Schedule II attached hereto, such Grantor shall on or before the later of (i) 30 days following such change 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 change, give the Second Priority Collateral Agent
written notice thereof. 12