MoneyGram 2009 Annual Report Download - page 191

(iii) The Borrower may, at its option, on up to three occasions, seek to increase the Aggregate Revolving Credit Commitment and/or the Aggregate
Term B Loan Commitment or aggregate Term A Loans by up to an aggregate amount of $50,000,000 in a minimum amount of $10,000,000 and in integral
multiples of $5,000,000 in excess thereof, upon at least three (3) Business Days' prior written notice to the Administrative Agent, which notice shall
specify the amount of any such increase and whether such increase is in the Aggregate Revolving Credit Commitment, the Aggregate Term B Loan
Commitment, the Term A Loans or a combination of any thereof and shall be delivered at a time when no Default or Unmatured Default has occurred and
is continuing. Notwithstanding anything herein to the contrary, no Term B Loan shall be permitted to be borrowed pursuant to this clause (iii) if, after
giving effect thereto, the Term B Balance would exceed $250,000,000. The Borrower may, after giving such notice, offer the increase (which may be
declined by any Lender in its sole discretion) in the Commitments or Term A Loans on either a ratable basis to the Lenders or on a non pro-rata basis to
one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent. No increase in the Commitments or Term A
Loans shall become effective until the existing or new Lenders extending such incremental Revolving Credit Commitment, Term B Loan Commitment or
Term A Loans and the Borrower shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the
Administrative Agent pursuant to which each such existing Lender states the amount of its Commitment or Loan increase, each such new Lender becomes
a party hereto, states its Commitment or Loan amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower
accepts such incremental Commitments or Loans. In the event of an increase in the Aggregate Revolving Credit Commitment pursuant to this Section, the
Revolving Lenders (new or existing) shall accept an assignment from the existing Revolving Lenders, and the existing Revolving Lenders shall make an
assignment to the new or existing Revolving Lender accepting a new or increased Revolving Credit Commitment, of an interest in each then outstanding
Revolving Credit Advance, Swing Line Loan, Letter of Credit and LC Disbursement such that, after giving effect thereto, all Revolving Credit Advances,
Swing Line Loans, Letters of Credit and LC Disbursements are held ratably by the Revolving Lenders in proportion to their respective Revolving Credit
Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid
interest and shall not be subject to the assignment fee set forth in Section 12.1(ii)(B)(3). The Borrower shall make any payments under Section 3.4
resulting from such assignments. In the event of an increase in the Aggregate Term B Loan Commitment or Term A Loans pursuant to this Section, each
Lender accepting a portion of such increased Aggregate Term B Loan Commitment or Term A Loans shall, on the effective date of the increase in such
Aggregate Term B Loan Commitment or Term A Loans, make a loan to the Borrower (which shall be deemed to be, as applicable, a "Term A Loan" or a
"Term B Loan" hereunder for all purposes hereof, including Section 2.24) in the amount of its portion of such increase. Any such increase of the Aggregate
Revolving Credit Commitment, Aggregate Term B Loan Commitment or Term A Loans shall be subject to receipt by the Administrative Agent from the
Borrower of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.
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