MoneyGram 2009 Annual Report Download - page 340

Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages.
3.7 Permitted Actions and other Agreements. The Second Priority Representative (acting at the written direction of the majority of Second Priority
Holders) and/or the Second Priority Secured Parties:
(a) may, but shall not be obligated to, take any action as they deem necessary (subject to Section 2.1), including to file any proof of claim or other filing or
to make any argument or motion, in order to create, perfect or preserve their Lien on all or any portion of the Common Collateral;
(b) shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading
made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties, including without limitation any
claims secured by the Common Collateral, if any, in each case not in contravention of the express provisions of this Agreement;
(c) may purchase any Common Collateral at any private or judicial foreclosure sale of such Common Collateral initiated by any Secured Party or at any
Section 363 hearing (i) by an all cash bid or (ii) by a credit bid pursuant to Section 363(k) of the Bankruptcy Code if, in addition to such credit bid, such bid
includes cash consideration payable to the First Priority Parties equal to the First Priority Obligations;
(d) shall be entitled to file a claim, proof of claim or statement of interest with respect to the Second Priority Obligations in any Insolvency Proceeding;
and
(e) except as provided in Sections 3.1, 3.2, 5.1, 5.2, 5.5, 5.6 and 5.9, may exercise rights and remedies as unsecured creditors against the Borrower and any
other Loan Party, including without limitation filing any pleadings, objection, motions or agreement which assert right or interests of unsecured creditors,
excluding, prior to the Second Priority Enforcement Date, the right to file an involuntary proceeding under the Bankruptcy Code, and including the right to
file an involuntary proceeding under the Bankruptcy Code after the occurrence of the Second Priority Enforcement Date (unless the Second Priority
Enforcement Date is deemed not to have occurred pursuant to the definition thereof).
3.8 Option to Purchase.
(a) The First Priority Representative agrees that it will use commercially reasonable efforts to give the Second Priority Representative written notice (the
"Enforcement Notice") at least two Business Days prior to commencing any Enforcement Action with respect to a material portion of the Common
Collateral following the acceleration of the First Priority Obligations. Any Second Priority Secured Party constituting not less than the Required Holders (the
"Purchasing Parties") shall have the option to purchase all, but not less than all, of the First Priority Obligations from the First Priority Secured Parties
following delivery of irrevocable written notice 15