MoneyGram 2009 Annual Report Download - page 584

(b) a fully-executed landlord waiver or similar agreement with respect to the Grantor's chief executive located at 1550 Utica Avenue South, St. Louis
Park, Minnesota.
4.12. Limitation on Duty of the Second Priority Collateral Agent. The powers conferred on the Second Priority Collateral Agent under this Agreement are
solely to protect the Second Priority Collateral Agent's interest in the Collateral and shall not impose any duty upon it to exercise any such powers. The
Second Priority Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither the
Second Priority Collateral Agent nor its Representative nor any of their respective officers, directors, employees or agents shall be responsible to Grantors for
any act or failure to act, except for bad faith, gross negligence or willful misconduct. Without limiting the foregoing, the Second Priority Collateral Agent and
any Representative shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in their possession if such Collateral is
accorded treatment substantially equivalent to that which the Collateral Agent or any Representative, in its individual capacity, accords its own property
consisting of the type of Collateral involved, it being understood and agreed that neither any Second Priority Secured Party nor any Representative shall have
any responsibility for taking any necessary steps (other than steps taken in accordance with the standard of care set forth above) to protect, preserve or
exercise rights against any Person with respect to any Collateral and the Second Priority Collateral Agent shall be relieved of all responsibility for the
Collateral upon surrendering same to the applicable Grantor.
Also without limiting the generality of the foregoing, neither any Second Priority Secured Party nor any Representative shall have any obligation or
liability under any Contract or license by reason of or arising out of this Agreement or the granting to the Second Priority Collateral Agent of a security
interest therein or assignment thereof or the receipt by any Second Priority Secured Party or any Representative of any payment relating to any Contact or
license pursuant hereto, nor shall any Second Priority Secured Party or any Representative be required or obligated in any manner to perform or fulfill any of
the obligations of any Grantor under or pursuant to any Contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency
of any payment received by it or the sufficiency of any performance by any party under any Contract or license, or to present or file any claim, or to take any
action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or
times.
Nothing in this Agreement shall be construed to subject the Second Priority Collateral Agent or any Second Priority Secured Party to liability as an owner
of any Collateral, nor shall the Second Priority Collateral Agent or any Second Priority Secured Party be deemed to have assumed any obligations under any
agreement or instrument included as Collateral, unless and until in each case the Second Priority Collateral Agent enforces its rights hereunder after an Event
of Default in such a manner as to actually take ownership of such Collateral pursuant to a foreclosure or similar action.
4.13. Second Priority Collateral Agent's Actions. Whenever reference is made in this Agreement to any action by, consent, designation, specification,
requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken
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