MoneyGram 2009 Annual Report Download - page 580

or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the
Collateral, but shall be under no obligation to do so;
(e) On or after the First Priority Obligations Payment Date, upon the Second Priority Collateral Agent's receipt of any proceeds from the insurance
policies required under Section 4.22 of the Indenture (which insurance policies shall comply with Section 4.5 hereof) and prior to application as set forth in
the Indenture (subject to the terms of the Intercreditor Agreement), the Second Priority Collateral Agent shall deposit such proceeds into a segregated
deposit account pending such disposition. Such proceeds shall be disbursed by the Second Priority Collateral Agent only at the written direction of the
Required Second Priority Secured Parties. The Second Priority Collateral Agent shall invest the amounts held in the deposit account described in this
Section 4.6 at the specific written direction of the Required Second Priority Secured Parties;
(f) the Second Priority Collateral Agent, or its Representative, may take immediate possession and occupancy of any premises owned, used or leased by
any Grantor and exercise all other rights and remedies of an assignee which may be available to the Second Priority Collateral Agent; and
(g) the Second Priority Collateral Agent may, upon ten (10) Business Days' prior written notice to the Grantors of the time and place (which notice each
Grantor hereby agrees is commercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or
shall thereafter come into the possession, custody or control of the Second Priority Collateral Agent or its Representative, sell, lease, license, assign or
otherwise dispose of all or any part of such Collateral, at such place or places as the Second Priority Collateral Agent deems appropriate, and for cash or
for credit or for future delivery (without any Second Priority Secured Party thereby assuming any credit risk), at public or private sale, without demand of
performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable
statute and cannot be waived), and the Second Priority Collateral Agent or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any
or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free
from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of Grantors, any such demand, notice and
right or equity being hereby expressly waived and released. The Second Priority Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at
any time or place to which the sale may be so adjourned.
The proceeds of each collection, sale or other disposition under this Section 4.6 shall be applied in accordance with Section 4.7 hereof. If such proceeds are
insufficient to cover the costs and expenses of such realization and the payment in full of the Second Priority Obligations, the Grantors shall remain liable for
any deficiency. 14