MoneyGram 2009 Annual Report Download - page 599

notice to the Pledgors) exercise all voting and corporate rights at any meeting with respect to any Issuer and exercise any and all rights of conversion,
exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if it were the absolute owner thereof, including,
without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Pledged Shares upon, the merger, consolidation,
reorganization, recapitalization or other readjustment with respect to any Issuer or upon the exercise by any Pledgor or the Second Priority Collateral Agent or
any Representative thereof, of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any
and all of the Pledged Shares with any depositoiy, transfer agent, registrar or other designated agency upon such terms and conditions as the Second Priority
Collateral Agent may determine, all without liability except to account for property actually received by the Second Priority Collateral Agent or any
Representative thereof. For purposes of this Agreement, the Second Priority Collateral Agent shall act at the written direction of the Required Second Priority
Secured Parties.
Section 8. Remedies. Upon the occurrence and during the continuance of an Event of Default, the Second Priority Collateral Agent, without demand of
performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon
any Pledgor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive,
appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to
sell or otherwise dispose of (including the disposition by merger) and deliver said Pledged Collateral, or any part thereof, in one or more portions at public or
private sale or sales or transactions, at any exchange, broker's board or at the Second Priority Collateral Agent's offices or elsewhere upon such terms and
conditions as the Second Priority Collateral Agent may deem commercially reasonable and at such prices as it may deem best, for any combination of cash
and/or securities or other property or on credit or for future delivery without assumption by any Second Priority Secured Party of any credit risk, with the right
to the Second Priority Collateral Agent or its Representative upon any such sale or sales, public or private, to purchase the whole or any part of said Pledged
Collateral so sold, free of any right or equity of redemption in any Pledgor, which right or equity is hereby expressly waived or released. Each Pledgor agrees
that the Second Priority Collateral Agent or its Representative need not give more than ten (10) days' notice (but shall give at least ten (10) days' notice) of the
time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable
notification of such matters. No notification need be given to any Pledgor if such Pledgor has signed after the occurrence and during the continuance of an
Event of Default a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies
granted to the Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties in this Agreement and in any other instrument or
agreement securing, evidencing or relating to any of the Obligations, the Second Priority Collateral Agent and the other Second Priority Secured Parties shall
have all the rights and remedies of a secured party under the UCC and under any other applicable law.
Section 9. Sale of Pledged Shares. 9