MoneyGram 2009 Annual Report Download - page 337

status of any Enforcement Action taken by the First Priority Representative. The Second Priority Representative shall respond to all reasonable written
requests from the First Priority Representative to provide written statements as to the status of any Enforcement Action taken by the Second Priority
Representative. Notwithstanding the occurrence and continuance of the Second Priority Enforcement Date, in no event shall any Second Priority Secured
Parties commence or continue any Enforcement Action if an Insolvency Proceeding has been commenced by or against any Loan Party and is continuing;
provided that the foregoing shall not prohibit the filing of an involuntary proceeding under the Bankruptcy Code by a Second Priority Secured Party to the
extent otherwise permitted pursuant to Sections 3.1 and 3.7;
(c) The Second Priority Representative hereby acknowledges and agrees that the rights and remedies of the First Priority Representative and First Priority
Secured Parties under the First Priority Documents are independent rights and remedies and that no covenant, agreement or restriction contained in the Second
Priority Security Documents or any other Second Priority Document (other than this Agreement) shall be deemed to restrict the manner in which the First
Priority Representative and any of the First Priority Secured Parties exercise (or elect not to exercise) such rights and remedies, it being understood that
notwithstanding the foregoing, the Second Priority Representative and the Second Priority Secured Parties shall, except as expressly provided in this
Agreement, have the right to enforce their rights and remedies under the Second Priority Documents, and the First Priority Representative hereby
acknowledges and agrees that the rights and remedies of the Second Priority Representative and the Second Priority Secured Parties under the Second Priority
Documents are independent rights and remedies and that no covenant, agreement or restriction contained in the First Priority Security Documents or the other
First Priority Documents (other than this Agreement) shall be deemed to restrict the manner in which the Second Priority Representative and any of the
Second Priority Secured Parties exercise (or elect not to exercise) such rights and remedies, it is understood that notwithstanding the foregoing, the First
Priority Representative and the First Priority Secured Parties shall have the right to enforce their rights and remedies under the First Priority Documents.
(d) Nothing in this Agreement shall be construed to in any way limit or impair the right of any First Priority Secured Party or any Second Priority Secured
Party to join (but not control) any Enforcement Action initiated by any other person against the Common Collateral, so long as it does not delay or interfere in
any material respect with the exercise by such other person of its rights as provided in this Agreement. The foregoing shall not be construed as limiting or
otherwise impairing the right of the First Priority Representative to control any Enforcement Action.
3.2 Standstill and Waivers. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, until the First
Priority Obligations Payment Date has occurred, subject to the proviso set forth in Section 5.1:
(i) they will not take or cause to be taken any action, the purpose or effect of which is to make any Lien in respect of any Second Priority Obligation
pari passu with or senior to, or to give any Second Priority Secured Party any
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