MoneyGram 2009 Annual Report Download - page 205

Loans and any Replacement Term B Loans (ratably among such Lenders in proportion to the respective amounts described in this clause third payable to
them), including interest accruing after the filing or commencement of any Insolvency Proceedings in respect of any Loan Party, whether or not any claim
for post-filing or post-petition interest is or would be allowed, allowable or otherwise enforceable in any such Insolvency Proceedings; (iv) fourth, to
payment of that portion of the Obligations constituting unpaid principal of the Term B Loans and any Replacement Term B Loans (ratably among such
Lenders in proportion to the respective amounts described in this clause fourth held by them); (v) fifth, to payment of that portion of the Obligations
constituting accrued and unpaid fees or interest (including any default interest) on or relating to the Revolving Loans, Term A Loans, Swing Line Loans
and LC Exposure (ratably among such Lenders in proportion to the respective amounts described in this clause fifth payable to them), including interest
accruing after the filing or commencement of Insolvency Proceedings in respect of any Loan Party, whether or not any claim for post-filing or post-petition
interest is or would be allowed, allowable or otherwise enforceable in any such Insolvency Proceedings; (vi) sixth, to payment of that portion of the
Obligations constituting unpaid principal of the Revolving Loans, Term A Loans, Swing Line Loans and LC Exposure (including any termination
payments and any accrued and unpaid interest thereon) (ratably among such Lenders in proportion to the respective amounts described in this clause sixth
held by them) and amounts constituting Rate Management Obligations (but only to the extent such Rate Management Obligations are secured by the
Collateral and the source of the applicable payment is Collateral proceeds); (vii) seventh on or after (A) the Facility Termination Date, (B) the occurrence
of any Default with respect to any Loan Party described in Section 7.6 or 7.7 or (C) the declaration by the Administrative Agent or the Required Lenders
that the Loans are due and payable pursuant to Article VII, to pay an amount to the Administrative Agent for the account of the LC Issuer equal to one
hundred one percent (101%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC
Disbursements to be held as cash collateral; (viii) eighth, to payment of any other Obligations due to the Administrative Agent or any Lender by the
Borrower, ratably; and (ix) last, in the case of proceeds of Collateral, the balance, if any, thereof, after all of the Obligations (including, without limitation,
all Obligations in respect of LC Exposure but excluding any contingent obligations) have been paid in full, to the Borrower or as otherwise required by a
court of competent jurisdiction. Each Lender agrees that the provisions of this Section 2.24 (including, without limitation, the priority of the Obligations as
set forth herein) constitute an intercreditor agreement among them for value received that is independent of any value received from the Loan Parties, and
that such agreement shall be enforceable as against each Lender, including, without limitation, in any Insolvency Proceedings in respect of any Loan Party
(including without limitation with respect to interests and costs regardless of whether or not such interest or costs are allowed as a claim in any such
Insolvency Proceedings or enforceable or recoverable against the Loan Party or its bankruptcy estate), to the same extent that such agreement is
enforceable under applicable non-bankruptcy law (including, without limitation, pursuant to Section 510(a) of the U.S. federal Bankruptcy Code or any
comparable provision of applicable insolvency law), and that, if any Lender receives any payment or distribution in respect of any Obligation (including,
without limitation, in 55