MoneyGram 2009 Annual Report Download - page 338

preference or priority relative to, the Liens with respect to the First Priority Obligations or the First Priority Secured Parties with respect to any of the
Common Collateral;
(ii) subject to Section 4.2, they will not oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including
without limitation the filing of an Insolvency Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Common
Collateral by the First Priority Representative or any other First Priority Secured Party or any other Enforcement Action taken by or on behalf of the First
Priority Representative or any other First Priority Secured Party;
(iii) they have no right to (x) direct either the First Priority Representative or any other First Priority Secured Party to exercise any right, remedy or
power with respect to the Common Collateral or pursuant to the First Priority Documents or (y) consent or object to the exercise by the First Priority
Representative or any other First Priority Secured Party of any right, remedy or power with respect to the Common Collateral or pursuant to the First
Priority Documents or to the timing or manner in which any such right is exercised or not exercised (or, to the extent they may have any such right
described in this clause (iii), whether as a junior lien creditor or otherwise, they hereby irrevocably waive such right);
(iv) they will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against either First
Priority Representative or any other First Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or
otherwise, with respect to, and neither the First Priority Representative nor any other First Priority Secured Party shall be liable for, any action taken or
omitted to be taken by the First Priority Representative or any other First Priority Secured Party with respect to the Common Collateral or pursuant to the
First Priority Documents;
(v) they will not make any judicial or nonjudicial claim or demand or commence any judicial or nonjudicial proceedings against any Loan Party or any
of its subsidiaries or affiliates under or with respect to any Second Priority Security Document seeking payment or damages from or other relief by way of
specific performance, instructions or otherwise under or with respect to any Second Priority Security Document except for Enforcement Actions permitted
hereby (other than filing a proof of claim) or exercise any right, remedy or power under or with respect to, or otherwise take any action to enforce, other
than filing a proof of claim, any Second Priority Security Document;
(vi) they will not commence judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official
appointed for or over, attempt any action to take possession of any Common Collateral, exercise any right, remedy or power with respect to, or
13