MoneyGram 2009 Annual Report Download - page 600

(a) Each Pledgor recognizes that the Second Priority Collateral Agent or its Representative, on behalf of the Second Priority Secured Parties may be
unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of any Subsidiary) of any or all the
Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Act"), and applicable state securities laws,
but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among
other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor
acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other
property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding
such circumstances, agrees that any such private sale or disposition shall be deemed to be reasonable and affected in a commercially reasonable manner.
The Second Priority Collateral Agent, shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit any
Pledgor or any Issuer to register such securities for public sale under the Act, or under applicable state securities laws, even if such Pledgor or any Issuer
would agree to do so. No Second Priority Secured Party shall incur any liability as a result of the sale of any such Pledged Collateral, or any part thereof, at
any private sale provided for in this Agreement conducted in a commercially reasonable manner, and each Pledgor hereby waives any claims against the
Second Priority Secured Parties arising by reason of the fact that the price at which the Pledged Collateral may have been sold at such a private sale was
less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if, acting in a
commercially reasonable manner, the Second Priority Collateral Agent or its Representative accepts the first offer received and does not offer the Pledged
Collateral to more than one offeree.
(b) Upon the occurrence and during the continuance of an Event of Default, each Pledgor agrees to do or cause to be done all such other acts and things
as may be reasonably necessary to make such sale or sales or dispositions of any portion or all of the Pledged Collateral valid and binding and in
compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental
instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at such Pledgor's expense.
(c) Each Pledgor agrees to indemnify and hold harmless the Second Priority Secured Parties, each of their respective successors and assigns, officers,
directors, employees, agents and attorneys, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense
(limited with respect to legal expenses to the reasonable out-of-pocket fees, disbursements and other charges of one counsel to such indemnified Persons
taken as a whole and, if reasonably necessary, one local counsel in any relevant jurisdiction) (collectively called the "Indemnified Liabilities") under
federal and state securities laws or otherwise insofar as any such Indemnified Liability:
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