MoneyGram 2009 Annual Report Download - page 652

commencement of an Insolvency Proceeding. All references in this Agreement to any Loan Party shall include such Loan Party as a debtor-in-possession and
any receiver or trustee for such Loan Party in any Insolvency Proceeding.
SECTION 6. Second Priority Documents and First Priority Documents.
(a) Each Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time
execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement.
(b) The First Priority Obligations may be amended, waived, increased, extended, renewed, replaced, refinanced or secured with additional collateral
(provided that both the First Priority Liens and the Second Priority Liens shall attach to such additional collateral) without affecting the lien priorities of the
First Priority Liens and the Second Priority Liens, subject to the covenants in the First Priority Documents and the Second Priority Documents; provided that
no such amendment, waiver, increase, extension, renewal, replacement or refinancing shall increase the principal amount of the First Priority Obligations to
an amount in excess of the Maximum First Priority Obligations Amount.
(c) Until the First Priority Obligations Payment Date has occurred, and notwithstanding anything to the contrary contained in the Second Priority
Documents, the Second Priority Secured Parties shall not, without the prior written consent of the First Priority Representative, agree to any amendment,
restatement, modification, supplement, substitution, renewal or replacement of or to any or all of the Second Priority Documents to (i) shorten the maturity of
the Second Priority Obligations to be sooner than 91 days following the scheduled maturity date of the First Priority Obligations under the Existing First
Priority Agreement or (ii) impose any amortization payments of principal in respect of the Second Priority Obligations and/or add any additional mandatory
principal prepayments (or offers to prepay) the Second Priority Obligations, in each case, prior to the scheduled maturity date of the First Priority Obligations
under the Existing First Priority Agreement.
SECTION 7. Reliance; Waivers; etc.
7.1 Reliance. The First Priority Documents are deemed to have been executed and delivered, and all extensions of credit thereunder are deemed to have
been made or incurred, in reliance upon this Agreement. The Second Priority Representative, on behalf of itself and the Second Priority Secured Parties,
expressly waives all notice of the acceptance of and reliance on this Agreement by the First Priority Secured Parties. The Second Priority Documents are
deemed to have been executed and delivered and all extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this
Agreement. The First Priority Representative, on behalf of itself and First Priority Secured Parties, expressly waives all notices of the acceptance of and
reliance by the Second Priority Representative and the Second Priority Secured Parties
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