MoneyGram 2009 Annual Report Download - page 350

(i) any lack of validity or enforceability of any Second Priority Document;
(ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Second Priority Obligations, or any
amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any
Second Priority Document;
(iii) any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common Collateral, or any release, amendment, waiver
or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the
Second Priority Obligations or any guarantee or guaranty thereof; or
(iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the Second Priority
Obligations, or of any of the First Priority Representative or any other Loan Party, to the extent applicable, in respect of this Agreement.
SECTION 9. Miscellaneous.
9.1 Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of any First Priority Document or any Second
Priority Document, the provisions of this Agreement shall govern.
9.2 Continuing Nature of Provisions. This Agreement shall continue to be effective, and shall not be revocable by any party hereto, until the First Priority
Obligation Payment Date shall have occurred. This is a continuing agreement and the First Priority Secured Parties and the Second Priority Secured Parties
may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide
indebtedness to, or for the benefit of, the Borrower or any other Loan Party on the faith hereof.
9.3 Amendments; Waivers. No amendment or modification of any of the provisions of this Agreement shall be effective unless the same shall be in writing
and signed by the First Priority Representative and the Second Priority Representative and, in the case of amendments or modifications of Sections 3.5, 3.6,
3.8, 5.2, 5.4, 6, 9.3, 9.5 or 9.6 that directly adversely affect the rights or duties of any Loan Party, such Loan Party.
9.4 Information Concerning Financial Condition of the Borrower and the other Loan Parties. Each of the Second Priority Representative and the First
Priority Representative hereby assume responsibility for keeping itself informed of the financial condition of the Borrower and each of the other Loan Parties
and all other circumstances bearing upon the risk of nonpayment of the First Priority Obligations or the Second Priority Obligations. The Second Priority
Representative and the First Priority Representative hereby agree that no party shall have any duty to advise any other party of information known to it
regarding such condition or any such circumstances. In the event 25