MoneyGram 2009 Annual Report Download - page 653

7.2 No Warranties or Liability. The Second Priority Representative and the First Priority Representative acknowledge and agree that neither has made any
express or implied representation or warranty with respect to the execution, validity, legality, completeness, collectibility or enforceability of any First Priority
Document or any Second Priority Document. Except as otherwise provided in this Agreement, the Second Priority Representative and the First Priority
Representative will be entitled to manage and supervise their respective extensions of credit to any Loan Party in accordance with law and their usual
practices, modified from time to time as they deem appropriate.
7.3 No Waivers. No right or benefit of any party hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of
such party or any other party hereto or by any noncompliance by any Loan Party with the terms and conditions of any of the First Priority Documents or the
Second Priority Documents.
SECTION 8. Obligations Unconditional.
8.1 First Priority Obligations Unconditional. All rights of the First Priority Representative hereunder, and all agreements and obligations of the Second
Priority Representative, the Borrower and the other Loan Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of any First Priority Document;
(ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Priority Obligations, or any
amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any
First Priority Document;
(iii) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any
Common Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any
refinancing, replacement, refunding or restatement of all or any portion of the First Priority Obligations or any guarantee or guaranty thereof; or
(iv) prior to the First Priority Obligations Payment Date, any other circumstances that otherwise might constitute a defense available to, or a discharge
of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority Representative, or any Loan Party, to the extent applicable,
in respect of this Agreement.
8.2 Second Priority Obligations Unconditional. All rights and interests of the Second Priority Representative under this Agreement, and all agreements and
obligations of the First Priority Representative, the Loan Parties, to the extent applicable, hereunder, shall remain in full force and effect irrespective of:
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