MoneyGram 2009 Annual Report Download - page 516

release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 12.04, will, upon request, deliver a certificate to the
Collateral Agent setting forth such determination.
Section 12.06 Suits to Protect the Collateral
Subject to the provisions of the Intercreditor Agreement and the Security Documents, the Collateral Agent acting at the written direction of the Required
Holders shall have the authority to institute and to maintain such suits and proceedings to prevent any impairment of the Collateral by any acts which may be
unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the Collateral Agent is directed in writing by
the Required Holders to pursue to preserve or protect its interest and the interests of the Holders of the Notes in the Collateral (including suits or proceedings
to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Second Priority Liens or be prejudicial to the interests of the
Holders of the Notes).
Section 12.07 Purchaser Protected.
In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Collateral Agent
or the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or
to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights
permitted by this Article 12 to be sold be under any obligation to ascertain or inquire into the authority of the Company or the applicable Guarantor to make
any such sale or other transfer.
Section 12.08 Powers Exercisable by Receiver or Trustee.
In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 12 upon the Company or a
Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such
receiver or trustee shall be deemed the equivalent of any similar instrument of the Company or a Guarantor or of any officer or officers thereof required by the
provisions of this Article 12; and if the Trustee shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be
exercised by the Trustee.
Section 12.09 Release Upon Termination of the Company's Obligations.
In the event (i) that the Company delivers to the Trustee, in form and substance acceptable to it, an Officer's Certificate certifying that all the obligations
under this Indenture, the Notes and the Security Documents have been satisfied and discharged by the payment in full of the Company's non-contingent
obligations under the Notes, this Indenture and the Security Documents, and all such obligations have been so satisfied, or (ii) a legal defeasance of this
Indenture occurs under Article 8, the Trustee shall deliver to the Company and the Collateral Agent a notice stating that the Trustee, on behalf of the Holders,
disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon receipt by the Collateral
Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee, and the Collateral Agent and/or the
Trustee at the written instruction and expense of the Company shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is
practicable. 96