MoneyGram 2009 Annual Report Download - page 640

of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.6. The duties or responsibilities of the First
Priority Representative under this Section 2.6 shall be limited solely to holding the Common Collateral as agent and bailee in accordance with this Section 2.6
and delivering the Common Collateral upon a discharge of First Priority Obligations as provided in paragraph (d) below.
(c) The First Priority Representative acting pursuant to this Section 2.6 shall not have by reason of the First Priority Security Documents, the Second
Priority Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First Priority Secured Parties, the Second
Priority Representative or any Second Priority Secured Party.
(d) Upon the discharge of First Priority Obligations under the First Priority Documents to which the First Priority Representative is a party, the First
Priority Representative shall promptly deliver, at Borrower's sole reasonable cost and expense, the remaining Common Collateral (if any) in its possession or
control together with any necessary endorsements, first, to the Second Priority Representative to the extent Second Priority Obligations remain outstanding,
and second, to the Borrower to the extent no First Priority Obligations or Second Priority Obligations remain outstanding (in each case, so as to allow such
Person to obtain control of such Common Collateral). Upon such discharge of First Priority Obligations, the First Priority Representative further agrees to
take all other action reasonably requested by the Second Priority Representative in connection with the Second Priority Representative obtaining a first
priority interest in the Common Collateral or as a court of competent jurisdiction may otherwise direct.
SECTION 3. Enforcement Rights.
3.1 Exclusive Enforcement. (a) Until the First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been
commenced by or against any Loan Party, the First Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action with
respect to the Common Collateral, without any consultation with or consent of any Second Priority Secured Party. Upon the occurrence and during the
continuance of a default or an event of default under the First Priority Documents, the First Priority Representative and the other First Priority Secured Parties
may take and continue any Enforcement Action with respect to the First Priority Obligations and the Common Collateral in such order and manner as they
may determine in their sole discretion subject only to any express limitation on taking such Enforcement Action contained in the First Priority Documents.
Except as specifically provided in this Section 3.1 or 3.7 below, notwithstanding any rights or remedies available to a Second Priority Secured Party under any
of the Second Priority Security Documents, applicable law or otherwise, no Second Priority Secured Party shall, directly or indirectly, take any Enforcement
Action; provided that, upon the occurrence and continuance of the Second Priority Enforcement Date the Second Priority Secured Parties may take any
Enforcement Action subject to the other terms of this Agreement;
(b) The First Priority Representative shall respond to all reasonable written requests from the Second Priority Representative to provide written statements
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