MoneyGram 2009 Annual Report Download - page 513

ARTICLE 12
COLLATERAL AND SECURITY
Section 12.01 Security Documents.
The payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by
acceleration, repurchase, redemption or otherwise and whether by the Company pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees,
the payment of all other Obligations of the Company and the Guarantors under this Indenture, the Notes, the Note Guarantees and the Security Documents are
secured as provided in the Security Documents which the Collateral Agent, Company and the Guarantors have entered into simultaneously with the execution
of this Indenture and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture, subject to the provisions of the
Intercreditor Agreement.
Section 12.02 Collateral Agent.
(a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate, provided,
however, that no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder.
(b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will
be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the
Security Documents, for the creation, perfection, priority, sufficiency or protection of any Second Priority Lien, or for any defect or deficiency as to any such
matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Second Priority Liens or Security Documents or any
delay in doing so.
(c) The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture).
Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated:
(1) to act upon directions purported to be delivered to it by any other Person;
(2) to foreclose upon or otherwise enforce any Second Priority Lien; or
(3) to take any other action whatsoever with regard to any or all of the Second Priority Liens, Security Documents or Collateral.
(d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the Second Priority Liens or
Security Documents.
(e) In acting as Collateral Agent, the Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities
and benefits of the Trustee under Article 7 hereof.
(f) At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of all Security Documents delivered to
the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Security Documents.
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