MoneyGram 2009 Annual Report Download - page 343

Representative for the benefit of the Second Priority Secured Parties in the same form as received, with any necessary or reasonably requested endorsements
or as a court of competent jurisdiction may otherwise direct.
SECTION 4. Application Of Proceeds Of Common Collateral; Dispositions And Releases Of Common Collateral; Inspection and Insurance.
4.1 Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting
from the sale, collection or other disposition of Common Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant
to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in
accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred and thereafter, to the Second
Priority Representative for application in accordance with the Second Priority Documents. Until the occurrence of the First Priority Obligations Payment
Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority
Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of
the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes
the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an
interest, is irrevocable).
4.2 Releases of Second Priority Lien. (a) Upon any release, sale or disposition of Common Collateral that results in the release of the First Priority Lien on
any Common Collateral and (i) is permitted pursuant to the terms of the Second Priority Documents, (ii) results from any Enforcement Action taken by the
First Priority Secured Parties or (iii) occurs pursuant to a sale under section 363 of the Bankruptcy Code, the Second Priority Lien on such Common Collateral
(excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically
and unconditionally released with no further consent or action of any Person.
(b) The Second Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions, at
the expense of the Borrower, as the First Priority Representative shall reasonably request in writing to evidence any release of the Second Priority Lien
described in paragraph (a). The Second Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of
the First Priority Representative, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power of attorney in the place and
stead of the Second Priority Representative and in the name of the Second Priority Representative or in the First Priority Representative's own name, from
time to time, in the First Priority Representative's sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate
action and to execute and deliver any and all documents and instruments as may be necessary or
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