MoneyGram 2009 Annual Report Download - page 638

either the First Priority Obligations or the Second Priority Obligations, or any portion thereof.
2.4 Agreements Regarding Actions to Perfect Liens. (a) The Second Priority Representative on behalf of itself and the other Second Priority Secured
Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the
Second Priority Representative shall be in form reasonably satisfactory to the First Priority Representative.
(b) The Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that all mortgages, deeds of trust, deeds and
similar instruments (collectively, "mortgages") now or thereafter filed, or acquired by operation of law or by assignment against real property in favor of or
for the benefit of the Second Priority Representative shall be in form reasonably satisfactory to the First Priority Representative and shall contain the
following notation: "The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any
mortgage, deed of trust or similar instrument now or hereafter granted to JPMorgan Chase Bank, N. A., and its successors and assigns, in such property, in
accordance with the provisions of the Intercreditor Agreement dated as of March 25, 2008 among JPMorgan Chase Bank, N.A., as Collateral Agent; Deutsche
Bank Trust Company Americas, as Trustee and Collateral Agent; and MoneyGram Payment Systems Worldwide, Inc., as amended from time to time."
(c) The First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or
"control" (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the First Priority Documents, such possession or control is also
for the benefit of the Second Priority Representative and the other Second Priority Secured Parties solely to the extent required to perfect their security interest
in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the First Priority Representative (or any third party
acting on its behalf) with respect to such Common Collateral or provide the Second Priority Representative or any other Second Priority Secured Party with
any rights with respect to such Common Collateral beyond those specified in this Agreement and the Second Priority Security Documents, provided that
subsequent to the occurrence of the First Priority Obligations Payment Date, the First Priority Representative shall (x) deliver to the Second Priority
Representative, at the Borrower's sole reasonable cost and expense, the Common Collateral in its possession or control together with any necessary
endorsements to the extent required by the Second Priority Documents or (y) direct and deliver such Common Collateral as a court of competent jurisdiction
otherwise directs, and provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First
Priority Secured Parties and the Second Priority Secured Parties and shall not impose on the First Priority Secured Parties any obligations in respect of the
disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other
Person that is not a Secured Party. 9