MoneyGram 2009 Annual Report Download - page 649

connection with the use of such cash collateral or such DIP Financing except as set forth in paragraph 5.4 below, (iii) will subordinate (and will be deemed
hereunder to have subordinated) the Second Priority Liens (x) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto
(and such subordination will not alter in any manner the terms of this Agreement), (y) to any adequate protection provided to the First Priority Secured Parties
and (z) to any "carve-out" agreed to by the First Priority Representative or the First Priority Secured Parties, and (iv) agrees that notice received two
(2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice; provided,
however that the Second Priority Second Parties may object to a DIP Financing (i) on the basis that they are not receiving adequate protection permitted under
paragraph 5.4 below, (ii) to the extent the outstanding principal amount of the DIP Financing and the principal amount of the other First Priority Obligations
exceed the Maximum First Priority Obligations Amount or (iii) if they do not retain a Lien on the Common Collateral or the proceeds thereof at the same
priority as existed prior to the commencement of such Insolvency Proceeding subject to any priming Lien in such DIP Financing and the priority of the First
Priority Liens provided hereunder. No Second Priority Secured Party shall propose or support any third party who proposes any DIP Financing without the
express written consent of the First Priority Representative, which consent may be withheld in the sole discretion of the First Priority Representative.
5.3 Relief From the Automatic Stay. The Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that none
of them will seek relief from the automatic stay or from any other stay in any Insolvency Proceeding or take any action in derogation thereof, in each case in
respect of any Common Collateral, without the prior written consent of the First Priority Representative.
5.4 Adequate Protection. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that none of them
shall object, contest, or support any other Person objecting to or contesting, (i) any request by the First Priority Representative or the First Priority Secured
Parties for adequate protection or (ii) any objection by the First Priority Representative or any other First Priority Secured Parties to any motion, relief, action
or proceeding based on a claim of a lack of adequate protection or (iii) the payment of interest, fees, expenses or other amounts to the First Priority
Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding anything
contained in this Section and in Section 5.2, in any Insolvency Proceeding, (x) if the First Priority Secured Parties (or any subset thereof) are granted adequate
protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral, and the First Priority
Secured Parties do not object to the adequate protection being provided to them, then the Second Priority Representative, on behalf of itself and any of the
Second Priority Secured Parties, may seek or accept adequate protection solely in the form of (A) a replacement Lien on such additional collateral,
subordinated to the Liens securing the First Priority Obligations and such DIP Financing on the same basis as the other Liens securing the Second Priority
Obligations are so subordinated to the First Priority Obligations under this Agreement, (B) accrual (but not current payment) of interest on the Second Priority
Secured Obligations, and (C) payment of reasonable 20