MoneyGram 2009 Annual Report Download - page 583

the Representative may reasonably request to perfect the security interests granted by Section 3 of this Agreement.
4.10. Termination. This Agreement and the Liens granted hereunder shall terminate upon the date of termination of the Indenture, the full and complete
performance and indefeasible satisfaction of all the Obligations (other than contingent indemnification obligations) and the termination of all commitments
which could give rise to Secured Obligations (the "Termination Date"), whereupon each Grantor shall automatically be released from its obligations
hereunder (other than those expressly stated to survive such termination) and the Second Priority Collateral Agent shall forthwith cause to be assigned,
transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral to or on the written order
of the Grantors. The Second Priority Collateral Agent, at the Grantors' written request and expense, shall also execute and deliver to the Grantors upon such
termination such UCC termination statements and such other documentation as shall be reasonably requested by the Grantors to effect the termination and
release of the Liens in favor of the Second Priority Collateral Agent created hereby.
4.11. Further Assurances. At any time and from time to time, upon the written request of the Second Priority Collateral Agent or its Representative, and at
the sole expense of Grantors, Grantors will promptly and duly execute and deliver any and all such further instruments, documents and agreements and take
such further reasonable actions as the Second Priority Collateral Agent or its Representative may reasonably require in order for the Second Priority Collateral
Agent to obtain the full benefits of this Agreement and of the rights and powers herein granted in favor of the Second Priority Collateral Agent, including,
without limitation, using the Grantors' best efforts to secure all consents and approvals necessary or appropriate for the assignment to the Second Priority
Collateral Agent of any Collateral held by any Grantor or in which any Grantor has any rights not heretofore assigned, the filing of any financing or
continuation statements under the UCC with respect to the liens and security interests granted hereby, or transferring Collateral to the Second Priority
Collateral Agent's or its Representative's possession (if a security interest in such Collateral can be perfected by only possession; provided, that in no event
shall any control agreement be required). Each Grantor also hereby authorizes the Second Priority Collateral Agent and its Representative to file any such
financing or continuation statement without the signature of such Grantor to the extent permitted by applicable law. Without limiting the foregoing, each
Grantor agrees to promptly upon the request of the Second Priority Collateral Agent execute and deliver to the Second Priority Collateral Agent such
supplemental security instruments with respect to Copyrights, Patents and Trademarks as the Second Priority Collateral Agent may from time to time
reasonably request.
Within 30 days after the date hereof (or such longer period as to which the Second Priority Collateral Agent may agree), Grantors shall deliver to the
Second Priority Collateral Agent the following, each in form and substance reasonably satisfactory to the Second Priority Collateral Agent:
(a) an aircraft mortgage and security agreement and an opinion of counsel relating to the Second Priority Collateral Agent's perfected security interest in
Holdco's corporate aircraft; and 17