MoneyGram 2009 Annual Report Download - page 515

and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Second Priority Liens at the
Company's sole cost and expense, under one or more of the following circumstances:
(1) to enable the Company or any Guarantor to consummate the disposition of such property or assets to the extent not prohibited under Section 4.10;
(2) in the case of a Guarantor that is released from its Note Guarantee with respect to the Notes, the release of the property and assets of such
Guarantor; or
(3) as described under Article 9.
Upon receipt of such Officer's Certificate and any necessary or proper instruments of termination, satisfaction or release prepared by the Company and
otherwise in accordance with Section 12.05 hereof, the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall execute, deliver
or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security
Documents or the Intercreditor Agreement.
(b) Except as otherwise provided in the Intercreditor Agreement, no Collateral may be released from the Second Priority Lien created by the Security
Documents unless the Officer's Certificate required by this Section 12.04, dated not more than 10 days prior to the date of the application for such release, has
been delivered to the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent).
(c) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by
declaration or otherwise) and the Trustee (if not then the Collateral Agent) has delivered a notice of acceleration to the Collateral Agent, no release of
Collateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders, except as otherwise provided in the
Intercreditor Agreement.
Section 12.05 Filing, Recording and Opinions.
(a) The Company will comply with the provisions of TIA §§ 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA
and except to the extent not required as set forth in any SEC regulation or interpretation (including any no action letter issued by the Staff of the SEC, whether
issued to the Company or any other Person). Following such qualification, to the extent the Company is required to furnish to the Trustee an Opinion of
Counsel pursuant to TIA § 314(b)(2), the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June 30.
Any release of Collateral permitted by Section 12.04 hereof will be deemed not to impair the Second Priority Liens under the Indenture and the Security
Documents in contravention thereof and any person that is required to deliver an Officer's Certificate or Opinion of Counsel pursuant to § 314(d) of the TIA,
shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Section 7.01 and
7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion
of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document at a time when the Trustee is not itself also the Collateral
Agent and if the Company has delivered the certificates and documents required by the Security Documents and Section 12.04, the Trustee will determine
whether it has received all documentation required by TIA § 314(d) in connection with such
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