MoneyGram 2009 Annual Report Download - page 582

(e) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or
any part thereof and to enforce any other right in respect of any Collateral, unless being diligently pursued by the applicable Grantor;
(f) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, unless being diligently defended by such
Grantor;
(g) after giving notice to the applicable Grantor, to settle, compromise or adjust any suit, action or proceeding described above and, in connection
therewith, to give such discharges or releases as the Second Priority Collateral Agent may deem appropriate;
(h) to the extent that such Grantor's authorization given in Section 4.1(b) of this Agreement is not sufficient, to file such financing statements with
respect to this Agreement, with or without such Grantor's signature, or to file a photocopy of this Agreement in substitution for a financing statement, as
the Second Priority Collateral Agent may deem appropriate, and to execute in such Grantor's name such financing statements and amendments thereto and
continuation statements which may require the such Grantor's signature; and
(i) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though
the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent's option and at such Grantor's expense, at any time,
or from time to time, all acts and things which the Second Priority Collateral Agent reasonably deems necessary to protect, preserve or realize upon the
Collateral and the Second Priority Collateral Agent's Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such
Grantor might do.
Each Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof. The power of attorney
granted hereunder is a power coupled with an interest and shall be irrevocable until the Termination Date.
Each Grantor also authorizes the Second Priority Collateral Agent, at any time from and after the occurrence and during the continuation of any Event of
Default, (x) to communicate in its own name with any party to any Contract constituting Collateral with regard to the assignment of the right, title and interest
of such Grantor in and under the Contracts constituting Collateral hereunder and other matters relating thereto and (y) to execute, in connection with any sale
of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
4.9. Perfection. Except as provided in the second paragraph of Section 4.11, prior to or concurrently with the execution and delivery of this Agreement,
each Grantor shall furnish to the Second Priority Collateral Agent such financing statements, assignments for security, Instruments (accompanied by
appropriate undated instruments of transfer duly executed by such Grantor) and other documents as may be necessary or as the Second Priority Collateral
Agent or 16