MoneyGram 2009 Annual Report Download - page 601

(i) arises out of or is based upon any Pledgors' untrue statement or alleged untrue statement of a material fact contained in any registration statement,
prospectus or offering memorandum or in any preliminary prospectus or preliminary offering memorandum or in any amendment or supplement to any of
the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral prior to the
termination of this Agreement unless such untrue statement of material fact was provided by the Second Priority Collateral Agent specifically for inclusion
therein; or
(ii) arises out of or is based upon any Pledgors' omission or alleged omission to state therein a material fact required to be stated or necessary to
make the statements therein not misleading;
such indemnification to remain operative regardless of any investigation made by or on behalf of the Second Priority Collateral Agent, any Representative,
any Second Priority Secured Party or any successor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, each
Pledgor will provide customary indemnification to any underwriters, their respective successors and assigns, their respective officers and directors and each
Person who controls any such underwriter (within the meaning of the Act). If and to the extent that the foregoing undertakings in this Section 9(c) may be
unenforceable for any reason, each Pledgor agrees to make maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law. The obligations of each Pledgor under this Section 9(c) shall survive any termination of this Agreement.
Section 10. Application of Proceeds. The proceeds of any collection, sale or other realization of all or any part of the Pledged Collateral, and any other cash
at the time held by the First Priority Collateral Agent (acting as bailee on behalf of the Second Priority Collateral Agent) or the Second Priority Collateral
Agent, as applicable under this Agreement, shall (subject to the Intercreditor Agreement), following an Event of Default, be applied in the manner set forth in
Section 7.06 of the Indenture. Each Pledgor shall remain liable for any deficiency remaining after such application.
Section 11. Further Assurances. Each Pledgor agrees that at any time and from time to time, upon the written request of the Second Priority Collateral
Agent, such Pledgor will execute and deliver all stock powers, financing statements, proxies and such further documents and do such further reasonable acts
and things as the Second Priority Collateral Agent may reasonably request consistent with the provisions hereof in order to effect the purposes of this
Agreement. Without limiting the foregoing, each Pledgor will take any and all actions reasonably required or requested by the Second Priority Collateral
Agent, from time to time, to cause the Second Priority Collateral Agent to obtain exclusive control of any Pledged Collateral owned by such Pledgor in a
manner reasonably acceptable to the Second Priority Collateral Agent. For purposes of this Section 11, the Second Priority Collateral Agent shall have control
of Pledged Collateral if (i) in the case of Pledged Collateral consisting of certificated securities, such Pledgor delivers such certificated securities (prior to the
First Priority Obligations Payment Date) to the First Priority Collateral Agent (acting as bailee on behalf of the Second Priority Collateral Agent) or thereafter
to the Second Priority Collateral Agent or its Representative (in each case with appropriate endorsements (in blank or otherwise) if such certificated securities
are 11