MoneyGram 2009 Annual Report Download - page 347

are fundamentally different from the First Priority Obligations and must be separately classified in any plan of reorganization proposed or adopted in an
Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First
Priority Secured Parties and Second Priority Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate
classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be made as if
there were separate classes of senior and junior secured claims against the Loan Parties in respect of the Common Collateral (with the effect being that, to the
extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second Priority Secured Parties), the
First Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other
claims, all amounts owing in respect of Post-Petition Interest before any distribution is made in respect of the claims held by the Second Priority Secured
Parties, with the Second Priority Secured Parties hereby acknowledging and agreeing to rum over to the First Priority Secured Parties amounts otherwise
received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or
recovery of the Second Priority Secured Parties).
5.8 No Waivers of Rights of First Priority Secured Parties. Subject to Section 2.1(b), nothing contained herein shall prohibit or in any way limit the First
Priority Representative or any other First Priority Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by any Second
Priority Secured Party, including the seeking by any Second Priority Secured Party of adequate protection or the asserting by any Second Priority Secured
Party of any of its rights and remedies under the Second Priority Documents or otherwise.
5.9 Plans of Reorganization. The Second Priority Secured Parties may propose, vote on, file and prosecute, object to, and make other filings with regard to,
any plan of reorganization, unless such action would directly or indirectly result in a violation of this Agreement, whether directly by any Second Priority
Secured Party or as a result of confirmation of such plan.
5.10 Other Matters. (a) To the extent that the Second Priority Representative or any Second Priority Secured Party has or acquires rights under Section 363
or Section 364 of the Bankruptcy Code with respect to any of the Common Collateral, the Second Priority Representative agrees, on behalf of itself and the
other Second Priority Secured Parties not to assert any of such rights without the prior written consent of the First Priority Representative; provided that if
requested in writing by the First Priority Representative, the Second Priority Representative shall timely exercise such rights in the manner requested by the
First Priority Representative, including any rights to payments in respect of such rights.
5.11 Effectiveness in Insolvency Proceedings. This Agreement, which the parties hereto expressly acknowledge is a "subordination agreement" under
section 510(a) of the Bankruptcy Code, shall be effective before, during and after the
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