MoneyGram 2009 Annual Report Download - page 262

Section 10.14 Delegation to Affiliates. The Borrower and the Lenders agree that the Administrative Agent may delegate any of its duties under this
Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with
this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Administrative Agent is
entitled under Articles IX and X.
Section 10.15 Co-Documentation Agents, Co-Syndication Agents, etc. No Lender identified in this Agreement as a "Co-Documentation Agent" or a "Co-
Syndication Agent" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as
such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby
makes the same acknowledgments with respect to such Lenders as it makes with respect to the Administrative Agent in Section 10.11 mutatis mutandis.
Section 10.16 Appointment of Collateral Agent. Each of the Lenders and the LC Issuer hereby irrevocably appoints the Collateral Agent as its agent and
authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or of
the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Such authorization shall include the authority to enter
into the Collateral Documents (including amendments thereof to facilitate the securing of Rate Management Obligations) on such terms as it deems
appropriate. All provisions of this Article X relating to the Administrative Agent (and all indemnities of the Administrative Agent by the Borrower and all
provisions relating to reimbursement of expenses of the Administrative Agent by the Borrower) shall be equally applicable to the Collateral Agent mutatis
mutandis.
Section 10.17 Certain Releases of Collateral and Guarantors. Without limiting the foregoing, (i) if any of the Collateral under the Collateral Documents is
sold in a transaction permitted hereunder (other than to a Loan Party), such Collateral (but not the proceeds thereof) shall be sold free and clear of the Liens
created by the Collateral Documents and the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in
order to effect the foregoing and (ii) if any Guarantor is sold in a transaction permitted hereby, the Administrative Agent is authorized to release such
Guarantor from the Guaranty upon consummation of such sale.
Section 10.18 Intercreditor Agreement. Each Lender hereby authorizes and directs the Collateral Agent to enter into the Intercreditor Agreement as
attorney-in-fact on behalf of such Lender and agrees that in consideration of the benefits of the security being provided to such Lender in accordance with the
Security Documents and the Intercreditor Agreement and by acceptance of those benefits, each Lender (including any Lender which becomes such by
assignment pursuant to Section 12.1 after the date hereof) shall be bound by the terms and provisions of the Intercreditor Agreement and shall comply (and
shall cause any Affiliate thereof which is the holder of any First Priority Obligations (as defined therein) to comply) with such terms and provisions.
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