MoneyGram 2009 Annual Report Download - page 598

have the effect of materially impairing the rights of the Second Priority Collateral Agent in respect of such Pledged Collateral; and
(ii) until receipt of notice to the contrary from the Second Priority Collateral Agent delivered during the continuance of an Event of Default, to
receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares, to the extent payment is not prohibited pursuant
to the Indenture.
(b) Upon the occurrence and continuance of an Event of Default, (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 (as defined in the Intercreditor Agreement),
the Second Priority Collateral Agent, may act as each Pledgor's proxy and attorney-in-fact pursuant to the terms of Section 22, subject to the limitations set
forth in the last sentence of this clause (b), with respect to its Pledged Collateral, including the right to vote such Pledged Collateral, with full power of
substitution to do so, and the right to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Collateral would be
entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings). Such
proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Collateral on the record books
of the issuer thereof) by any person (including the issuer of such Pledged Collateral or any officer or agent thereof), upon the occurrence and continuation
of an Event of Default.
(c) Upon the occurrence and during the continuance of an Event of Default, in the event that any Pledgor, as record and beneficial owner of its Pledged
Shares, shall have received or shall have become entitled to receive, any cash dividends or other distributions on account of the Pledged Shares in the
ordinary course or pursuant to the recapitalization of the capital of the Issuer thereof or pursuant to the reorganization thereof, such Pledgor shall, at the
Second Priority Collateral Agent's written request, promptly deliver such cash or other distributions to the Second Priority Collateral Agent or its
Representative, for the benefit of the Second Priority Secured Parties, and the Second Priority Collateral Agent, shall be entitled to receive and retain, all
such cash or other distributions as additional Pledged Collateral.
Section 6. [Reserved]
Section 7. Certain Rights of the Second Priority Collateral Agent. Neither the Second Priority Collateral Agent nor any of the other Second Priority
Secured Parties shall be liable for failure to collect or realize upon any of the Second Priority Secured Obligations or any collateral security or guaranty
therefor, or any part thereof, or for any delay in so doing, nor shall the Second Priority Collateral Agent or any of the other Second Priority Secured Parties be
under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Shares held by the First Priority Collateral Agent or the
Second Priority Collateral Agent or any Representative thereof hereunder may, if an Event of Default has occurred and is continuing, be registered in the
name of the Second Priority Collateral Agent or its nominee and the Second Priority Collateral Agent or its nominee may thereafter (with prompt subsequent,
but not prior, 8