MoneyGram 2009 Annual Report Download - page 333

Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second
Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any
financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency
or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Priority
Document or Second Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured
Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority
Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) No First Priority Secured Party or Second Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in
any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in
the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party or Second Priority Secured Party to perfect its
security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the
security interests in the Common Collateral granted to the First Priority Secured Parties or the Second Priority Secured Parties, the priority and rights as
between the First Priority Secured Parties and the Second Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
2.2 No Payment Subordination. The subordination of all Liens on the Common Collateral securing the Second Priority Obligations to all Liens on the
Common Collateral securing any First Priority Obligations is with respect to only the priority of the Liens held by or on behalf of the First Priority Secured
Parties and shall not constitute a subordination of the Second Priority Obligations to the First Priority Obligations. Except as provided in Sections 2.1, 4.1 and
5.5, nothing contained in this Agreement is intended to subordinate any debt claim by a Second Priority Secured Party to a debt claim by a First Priority
Secured Party. All debt claims of the First Priority Secured Parties and Second Priority Secured Parties are intended to be pari passu.
2.3 Nature of First Priority Obligations. The Second Priority Representative on behalf of itself and the other Second Priority Secured Parties acknowledges
that a portion of the First Priority Obligations are revolving in nature and that the amount thereof that may be outstanding at any time or from time to time
may be increased or reduced and subsequently reborrowed, and that the terms of the First Priority Obligations may be modified, extended or amended from
time to time, and that the aggregate amount of the First Priority Obligations may be increased, replaced or refinanced, in each event, without notice to or
consent by the Second Priority Secured Parties and without affecting the provisions hereof. The lien priorities provided in Section 2.1 shall not be altered or
otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or
refinancing of 8