MoneyGram 2009 Annual Report Download - page 579

(b) Except for the sale of Inventory in the ordinary course of business and except as not prohibited by the Indenture, each Grantor will keep the
Collateral at the locations specified in Schedule I or such other locations as to which notice has been given to the Second Priority Collateral Agent by such
Grantor pursuant to this Section and with respect to which such Grantor has taken such action as the Second Priority Collateral Agent shall have
reasonably requested to protect and preserve its interests in the Collateral to be located at such location (including using commercially reasonable efforts to
secure a landlord waiver at the corporate headquarters of the Company). If any Grantor shall change its chief place of business or form any new location at
which Collateral having an aggregate value in excess of $5,000,000 is or is reasonably expected to be located, 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)(l) or (2) of the Indenture
following such change, give to the Second Priority Collateral Agent written notice thereof.
4.5. Insurance. All insurance policies required under Section 4.22 of the Indenture shall name the Second Priority Collateral Agent (for the benefit of the
Second Priority Secured Parties) as an additional insured or as lender loss payee, as applicable, and shall contain loss payable clauses or mortgagee clauses,
through endorsements in form and substance reasonably satisfactory to the Second Priority Collateral Agent.
4.6. Events of Default. Etc. During the period during which an Event of Default shall have occurred and be continuing:
(a) Each Grantor shall, at the request of the Second Priority Collateral Agent or its Representative, assemble the Collateral and make it available to the
Collateral Agent or its Representative at a place or places designated by the Second Priority Collateral Agent or its Representative which are reasonably
convenient to the Second Priority Collateral Agent or its Representative, as applicable, and such Grantor;
(b) the Second Priority Collateral Agent or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any
of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;
(c) the Second Priority Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC
(whether or not said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a
secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without
limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral
as if the Second Priority Collateral Agent were the sole and absolute owner thereof (and each Grantor agrees to take all such action as may be appropriate
to give effect to such right);
(d) the Second Priority Collateral Agent or its Representative in their discretion may, in the name of the Second Priority Collateral Agent or in the name
of any Grantor 13