MoneyGram 2009 Annual Report Download - page 204

Affected Lender in same day funds on the day of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by
the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2
and 3.5, and (y) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the
Loans or other Obligations of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, (B) in the case of clause (i) or
(ii) above, such additional payments continue to be required or such suspension is still effective and will be reduced or negated by such assignment and (C) in
the case of clause (iv) above, the applicable Assignee shall have agreed to the applicable departure, waiver or amendment of the Loan Documents or
(b) terminate all Commitments of such Affected Lender and repay all Obligations of the Borrower owing to such Lender as of such termination date
(including any amounts owing pursuant to Section 3.4 as a result of such repayment).
Section 2.24 Pro Rata Treatment; Intercreditor Agreements.
(i) Except as provided below in this Section 2.24 and as required under Section 2.7, 2.10, 2.13, 3.1, 3.2, 3.4, 3.5 or 11.2, each Advance, each payment or
prepayment of principal of any Advance, each payment of interest on the Loans, each payment of the commitment fee set forth in Section 2.8 and the LC
Fee, each reduction of the Revolving Credit Commitment and each conversion of any Advance to or continuation of any Advance as an Advance of any
Type shall be allocated pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have
expired or been terminated, in accordance with the respective principal amounts of their respective applicable outstanding Loans).
(ii) Notwithstanding anything to the contrary contained in this Agreement, any payment or other distribution (whether from proceeds of Collateral or
any other source, whether in the form of cash, securities or otherwise, and whether made by any Loan Party or in connection with any exercise of remedies
by the Administrative Agent, the Collateral Agent or any Lender) made or applied in respect of any of the Obligations (a) following any acceleration of the
Obligations, (b) during the existence of a Default under Section 7.2 or (c) during or in connection with Insolvency Proceedings involving any Loan Party
(or any plan of liquidation, distribution or reorganization in connection therewith), shall be made or applied, as the case may be, in the following order of
priority (with higher priority Obligations to be paid in full prior to any payment or other distribution in respect of lower priority Obligations): (i) first, to
payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the
Administrative Agent in its capacity as such, the LC Issuer in its capacity as such and the Collateral Agent in its capacity as such (ratably among the
Administrative Agent, the LC Issuer and the Collateral Agent in proportion to the respective amounts described in this clause first payable to them); (ii)
second, to payment of that portion of the Obligations constituting indemnities and other amounts (other than principal, interest and fees) payable to the
Lenders, including attorney fees (ratably among such Lenders in proportion to the respective amounts described in this clause second payable to them);
(iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including any default interest) on the Term B
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