MoneyGram 2009 Annual Report Download - page 604

Second Priority Collateral Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or
representation whatsoever, any remaining Collateral (including all certificates evidencing the Pledged Collateral in its possession or control) to or on the order
of the Pledgors. The Second Priority Collateral Agent, at the Pledgors' expense, shall also execute and deliver to the Pledgors upon such termination such
UCC termination statements and such other documentation as shall be reasonably requested by the Pledgors to effect the termination and release of the Liens
in favor of the Second Priority Collateral Agent created hereby.
Section 19. Possession of Pledged Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral in the physical
possession of the Second Priority Collateral Agent or its Representative pursuant hereto, neither the Second Priority Collateral Agent nor any nominee or
Representative of the Second Priority Collateral Agent shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or
exercise any rights pertaining thereto, and shall be relieved of all responsibility for the Pledged Collateral upon surrendering them to the applicable Pledgor.
Section 20. Survival of Representations and Warranties. All representations and warranties of each Pledgor contained in this Agreement shall survive the
execution and delivery of this Agreement.
Section 21. Expenses. Any taxes (including income taxes) and stamp duties payable or ruled payable by any domestic or foreign Governmental Entity in
respect of this Agreement shall be paid by the Pledgors, together with related interest, penalties, fines and expenses, if any. The Pledgors shall reimburse the
Second Priority Collateral Agent or its Representative promptly following demand for any and all reasonable and documented costs and out-of-pocket
expenses (limited with respect to legal expenses to the reasonable fees, disbursements and other charges of one counsel to the Second Priority Collateral
Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction) relating to this Agreement. For purposes thereof, costs and expenses
relating to the collection, preservation or sale of the Pledged Collateral shall be deemed to be in connection with the administration of this Agreement. Any
and all costs and expenses incurred by the Pledgors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Pledgors.
Section 22. Attorney-In-Fact. Until the Termination Date, each Pledgor hereby irrevocably appoints (i) prior to the First Priority Obligations Payment
Date, the First Priority Collateral Agent or (ii) on and after the First Priority Obligations Payment Date or the Second Priority Enforcement Date, the Second
Priority Collateral Agent, as such Pledgor's attorney-in-fact, effective upon the occurrence and during the continuance of an Event of Default, with full
authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time in the Second Priority Collateral Agent's
discretion, to take any action and to execute any instrument that the Second Priority Collateral Agent deems reasonably necessary or advisable to accomplish
the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to such Pledgor representing any
dividend, payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, when and to the extent
permitted by this Agreement. 14