MoneyGram 2009 Annual Report Download - page 581

4.7. Application of Proceeds. Subject to the Intercreditor Agreement, the proceeds of any collection, sale or other realization of all or any part of the
Collateral, and any other cash at the time held by the Second Priority Collateral Agent under this Agreement, shall be applied in accordance with Section 7.06
of the Indenture.
4.8. Attorney in Fact. Until the Termination Date, each Grantor hereby irrevocably constitutes and appoints (i) prior to the First Priority Obligations
Payment Date, the First Priority Collateral Agent or (ii) on and after the First Priority Obligations Payment Date or the Second Priority Enforcement Date, the
Second Priority Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place
and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the discretion of the Collateral Agent, for the purpose of
carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may
be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives (i) prior to the First
Priority Obligations Payment Date, the First Priority Collateral Agent or (ii) on and after the First Priority Obligations Payment Date or the Second Priority
Enforcement Date, the Second Priority Collateral Agent, the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the
following upon the occurrence and during the continuation of any Event of Default:
(a) to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the
name of such Grantor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other
Instruments, unless constituting Excluded Assets, for the payment of moneys due under any Collateral and to file any claim or to take any other action or
proceeding in any court of law or equity or otherwise deemed appropriate by the Second Priority Collateral Agent for the purpose of collecting any and all
such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or
otherwise deemed appropriate by the Second Priority Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral
whenever payable;
(b) to pay or discharge charges or Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), to effect any insurance
called for by the terms of this Agreement and to pay all or any part of the premiums therefor;
(c) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder,
directly to the Second Priority Collateral Agent or as the Second Priority Collateral Agent shall direct, and to receive payment of and receipt for any and all
moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral;
(d) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments,
verifications and notices in connection with accounts and other Documents constituting Collateral;
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