MoneyGram 2009 Annual Report Download - page 603

other exercise of discretion, rights or remedies to be made (or not to be made) by the Second Priority Collateral Agent, it is understood that in all cases the
Second Priority Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such
advice or concurrence of the Required Second Priority Secured Parties, as it deems appropriate. This provision is intended solely for the benefit of the Second
Priority Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or
counterclaim, or confer any rights or benefits on any party hereto.
Section 14. Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other
provisions hereof shall remain in full force and effect in such jurisdiction and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction
shall not affect the validity or enforceability of such provision in any other jurisdiction.
Section 15. No Waiver; Cumulative Remedies. No failure on the part of the Second Priority Collateral Agent to exercise, and no course of dealing with
respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the
Second Priority Collateral Agent of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right,
power or remedy. Neither the Second Priority Collateral Agent nor any of the other Second Priority Secured Parties shall be liable for any failure to collect or
realize upon any of the Secured Obligations (as defined in the Second Priority Security Agreement) 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. The rights and remedies herein provided are cumulative and may be exercised singly or concurrently, and
are not exclusive of any rights or remedies provided by law.
Section 16. Specific Performance. Each Pledgor agrees that a breach of any of the covenants contained in Sections 2(b), 4, 5(c), 9 or 11 hereof will cause
irreparable injury to the Second Priority Secured Parties, that the Second Priority Secured Parties have no adequate remedy at law in respect of such breach
and, as a consequence, agrees that each and every covenant referenced above shall be specifically enforceable against such Pledgor in an action for specific
performance.
Section 17. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, the Second Priority Secured
Parties and the respective successors and assigns of the foregoing, provided, that no Pledgor shall assign or transfer its rights hereunder without the prior
written consent of the Second Priority Collateral Agent.
Section 18. Termination. This Agreement and the Liens granted hereunder shall terminate upon the date of the termination of the Indenture, the full and
complete performance and indefeasible satisfaction of all the Obligations (other than contingent indemnification obligations) and the termination of all
commitments which could give rise to Obligations (the "Termination Date"), whereupon each Pledgor shall automatically be released from its obligations
hereunder (other than those expressly stated to survive such termination) and the
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