MoneyGram 2009 Annual Report Download - page 255

expenses to the reasonable fees, disbursements and other charges of one counsel to all such Persons, and, if reasonably necessary, of one local counsel in
any relevant jurisdiction) paid or incurred by the Administrative Agent, the Arranger, the Collateral Agent, the LC Issuer or any Lender in connection with
the collection and enforcement of the Loan Documents.
(ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, each Lender, their respective affiliates, and each of their
directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (limited to the reasonable out-of-pocket
fees, disbursements and other charges of one counsel to the indemnified Persons taken as a whole and, if reasonably necessary, one local counsel in any
relevant jurisdiction) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions
contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent
that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or
willful misconduct of, or breach of the Loan Documents by, the indemnified party (or their Related Parties) or any dispute solely among the indemnified
persons (or their Related Parties) and not involving Holdco, the Borrower, the Sponsors or their Affiliates. The obligations of the Borrower under this
Section 9.6 shall survive the termination of this Agreement.
Section 9.7 Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.
Section 9.8 Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent
on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any
fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger nor any Lender undertakes any responsibility to the Borrower to
review or inform the Borrower of any matter in connection with any phase of the Borrower's business or operations. The Borrower agrees that neither the
Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for
losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by
the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of
competent jurisdiction that such losses resulted from the gross negligence, bad faith or willful misconduct of, or breach of the Loan Documents by, the party
from which recovery is sought or any dispute solely between or among the Administrative Agent, the Arranger, the LC Issuer and/or any Lender and not
involving Holdco, the Borrower, the Sponsors or their respective Affiliates. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender
shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive
damages suffered by the Borrower in connection with, 105