MoneyGram 2009 Annual Report Download - page 585

or to be (or not to be) suffered or omitted by the Second Priority Collateral Agent or to any election, decision, opinion, acceptance, use of judgment,
expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Second Priority Collateral Agent, it is
understood that in all cases the Second Priority Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it
shall not have received such advice or concurrence of the Required Second Priority Secured Parties, as it deems appropriate. This provision is intended solely
for the benefit of the Second Priority Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties
hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.
Section 5. Miscellaneous.
5.1. No Waiver. No failure on the part of the Second Priority Collateral Agent or any of its Representatives to exercise, and no course of dealing with
respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the
Second Priority Collateral Agent or any of its Representatives of any right, power or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and
are not exclusive of any rights and remedies provided by law.
5.2. Notices. All notices, demands and requests that any party is required or elects to give to any other party shall be given in accordance with the
provisions of Section 14.1 of the Indenture, and if given (i) to the Second Priority Collateral Agent, shall be given to it at Deutsche Bank Trust Company
Americas, Trust & Securities Services, 60 Wall Street, MS 2710, New York, New York 10005, Attn: Deal Manager — Corporates Team, Facsimile No.
[phone]; with a copy to: Deutsche Bank Trust Company America c/o Deutsche Bank National Trust Company, Trust & Securities Services, 25
DeForest Avenue, MS SUM01-0105, Summit, New Jersey 07901, Attn: Deal Manager — Corporates Team, Facsimile No. [phone]; or as otherwise
specified by the Second Priority Collateral Agent in writing, (ii) to a Grantor other than the Company, shall be given to it c/o the Company at the address
specified in the Indenture and (iii) to the Company, shall be given to it at its address specified in the Indenture.
5.3. Amendments, etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by each Grantor
and the Second Priority Collateral Agent with (other than in the case of amendments hereof solely for the purpose of adding Collateral as contemplated
hereby) the concurrence or at the direction of the Required Second Priority Secured Parties. Any such amendment or waiver shall be binding upon the Second
Priority Collateral Agent and each Grantor and their respective successors and assigns.
5.4. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, the Second Priority Secured Parties and
the respective successors and assigns of each of the foregoing, provided, that no Grantor shall assign or transfer its rights hereunder, except as permitted by
this Agreement or the Indenture. 19