MoneyGram 2009 Annual Report Download - page 648

desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other
documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).
4.3 Inspection Rights and Insurance. (a) Subject to Section 4.2 and any express limitations contained in the First Priority Documents, any First Priority
Secured Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral, and the First
Priority Representative may advertise and conduct public auctions or private sales of the Common Collateral, in each case without notice to, the involvement
of or interference by any Second Priority Secured Party or liability to any Second Priority Secured Party.
(b) Until the First Priority Obligations Payment Date has occurred, the First Priority Representative will have the sole and exclusive right (i) to adjust or
settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder and (ii) to approve any award granted in any
condemnation or similar proceeding affecting the Common Collateral.
SECTION 5. Insolvency Proceedings.
5.1 Filing of Motions. Except as provided in Section 5.4, solely with respect to seeking adequate protection, until the First Priority Obligations Payment
Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured
Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or
otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, with respect to the
determination of any Liens or claims held by the First Priority Representative (including the validity and enforceability thereof) or any other First Priority
Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority
Representative may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the
terms and the limitations on the Second Priority Representative imposed hereby.
5.2 Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative or the First Priority
Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the
Bankruptcy Code (including, without limitation, financing including a priming Lien under Section 364(d) of the Bankruptcy Code) or to consent (or not
object) to the provision of such financing to any Loan Party by any third party ("DIP Financing"), then the Second Priority Representative agrees, on behalf
of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (i) will be deemed to have consented to, will raise no objection
to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (ii) will not request or accept adequate protection or
any other relief in 19