MoneyGram 2009 Annual Report Download - page 602

in registered form), as the case may be, and (ii) in the case of any other Pledged Collateral, (prior to the First Priority Obligations Payment Date) 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, has control thereof for all applicable purposes of the UCC, in each case subject only to the Lien of the First Priority Collateral Agent.
Section 12. Limitation on Duty of the Second Priority Collateral Agent.
(a) The powers conferred on the Second Priority Collateral Agent under this Agreement are solely to protect the Second Priority Collateral Agent's
interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. The Second Priority Collateral Agent shall be
accountable only for amounts that it actually receives as a result of the exercise of such powers and neither the Second Priority Collateral Agent nor its
Representative nor any of their respective officers, directors, employees or agents shall be responsible to Pledgors for any act or failure to act, except for
bad faith, gross negligence, willful misconduct or breach of this Agreement. Without limiting the foregoing, the Second Priority Collateral Agent and any
Representative shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in their possession if such
Pledged Collateral is accorded treatment substantially equivalent to that which the Second Priority Collateral Agent or any Representative, in its individual
capacity, accords its own property consisting of the type of Pledged Collateral involved, it being understood and agreed that neither the Second Priority
Collateral Agent nor any Representative shall have any responsibility for taking any necessary steps (other than steps taken in accordance with the standard
of care set forth above) to protect, preserve or exercise rights against any Person with respect to any Pledged Collateral and shall be relieved of all
responsibility for the Pledged Collateral upon surrendering it to the applicable Pledgor.
(b) Also without limiting the generality of the foregoing, neither the Second Priority Collateral Agent nor any Representative shall have any obligation
or liability under any contract or license by reason of or arising out of this Agreement or the granting to the Second Priority Collateral Agent of a security
interest therein or assignment thereof or the receipt by the Second Priority Collateral Agent or any Representative of any payment relating to any contract
or license pursuant hereto, nor shall the Second Priority Collateral Agent or any Representative be required or obligated in any manner to perform or fulfill
any of the obligations of any Pledgor under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the
sufficiency of any payment received by it or the sufficiency of any performance by any party under any contract or license, or to present or file any claim,
or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be
entitled at any time or times.
Section 13. Second Priority Collateral Agent's Actions. Whenever reference is made in this Agreement to any action by, consent, designation,
specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken 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
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