MoneyGram 2009 Annual Report Download - page 511

Section 10.05 Releases.
The Note Guarantee of a Guarantor will be released:
(a) in connection with any sale or other disposition of all or substantially all the assets of that Guarantor (including by way of merger or consolidation) to a
Person that is not (either before or after giving effect to such transaction) the Company or a Company Subsidiary, if the sale or other disposition does not
violate Section 4.10 hereof;
(b) in connection with any sale or other disposition of all the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to
such transaction) the Company or a Company Subsidiary, if the sale or other disposition does not violate Section 4.10 hereof;
(c) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with
Article 13 hereof; or
(d) upon the contemporaneous release of such Guarantor's Guarantee of all Obligations under the Credit Agreement in accordance with the Intercreditor
Agreement.
Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of the
principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.
ARTICLE 11
RANKING OF NOTE LIENS
Section 11.01 Agreement for the Benefit of Holders of First Priority Liens.
The Trustee and the Collateral Agent agree, and each Holder by accepting a Note agrees, that this Indenture, the Notes, the Note Guarantees and the
Security Documents are subject to the Intercreditor Agreement.
Section 11.02 Notes, Note Guarantees and other Obligations with respect to the Notes not Subordinated.
The provisions of this Article 11 are intended solely to set forth the relative ranking, as Liens, of the Second Priority Liens as against the First Priority
Liens. The Notes and Note Guarantees are senior unsubordinated obligations of the Company and Guarantors, respectively. Neither the Notes, the Note
Guarantees and other Obligations of the Company under this Indenture and the Notes nor the exercise or enforcement of any right or remedy for the payment
or collection thereof (other than the exercise of rights and remedies of a secured party, which are subject to the Intercreditor Agreement) are intended to be, or
will ever be by reason of the provisions of this Article 11, in any respect subordinated, deferred, postponed, restricted or prejudiced, (except as set forth in the
Intercreditor Agreement).
Section 11.03 Relative Rights.
The Intercreditor Agreement defines the relative rights, as lienholders, of holders of Second Priority Liens and holders of First Priority Liens. Nothing in
this Article 11 will: 91