MoneyGram 2009 Annual Report Download - page 254

ARTICLE IX
GENERAL PROVISIONS
Section 9.1 Survival of Representations. All representations and warranties of the Borrower and Holdco contained in this Agreement shall survive the
making of the Credit Extensions herein contemplated.
Section 9.2 Governmental Regulation. Anything contained in this Agreement to the contrary notwithstanding, neither the LC Issuer nor any Lender shall
be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.
Section 9.3 Headings. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the
provisions of the Loan Documents.
Section 9.4 Entire Agreement. The Loan Documents embody the entire agreement and understanding among the Borrower, the Administrative Agent, the
LC Issuer and the Lenders and supersede all prior agreements and understandings among the Borrower, the Administrative Agent, the LC Issuer and the
Lenders relating to the subject matter thereof other than those contained in the fee letter described in Section 10.13 which shall survive and remain in full
force and effect during the term of this Agreement.
Section 9.5 Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the Administrative Agent is authorized to act as such). The failure of any Lender to
perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as
to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided, however, that the
parties hereto expressly agree that the Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.8 and 10.11 to the extent specifically set forth
therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.
Section 9.6 Expenses; Indemnification.
(i) The Borrower shall reimburse the Administrative Agent and the Arranger for all reasonable and documented out-of-pocket expenses (limited to the
reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Arranger taken as a whole and, if reasonably
necessary, of one local counsel in any relevant jurisdiction) paid or incurred by such parties in connection with the preparation, negotiation, execution,
delivery, syndication, distribution (including, without limitation, via the internet), review, amendment (proposed or actual), modification, and
administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the Collateral Agent, the LC Issuer and the
Lenders for all reasonable and documented out-of-pocket expenses (limited with respect to legal
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