MoneyGram 2009 Annual Report Download - page 206

connection with any Insolvency Proceedings or any plan of liquidation, distribution or reorganization therein) to which such Lender is not entitled in
accordance with the priorities set forth in this Section 2.24, such amount shall be held in trust by such Lender for the benefit of the Person or Persons
entitled to such payment or distribution hereunder, and promptly shall be turned over by such Lender to the Administrative Agent for distribution to the
Person or Persons entitled to such payment or distribution in accordance with this Section 2.24.
(iii) In the event there is any Disgorged Recovery in respect of any Lender's Revolving Loans, Term Loans, Swing Line Loans or LC Exposure in any
Insolvency Proceedings of any Loan Party, such Revolving Loans, Term Loans, Swing Line Loans and LC Exposure shall be deemed to be outstanding as
if such Disgorged Recovery had never been received by such Lender, and each Lender agrees that the intercreditor agreements and priorities set forth in
this Section 2.24 shall be enforced in accordance with their terms in respect of such Revolving Loans, Term Loans, Swing Line Loans or LC Exposure,
including, without limitation, for purposes of the allocation of payments and distributions made or applied in respect of the Obligations (whether from
proceeds of Collateral or otherwise), as well as for purposes of determining whether such other Lender must turn over all or any portion of any payment or
other distribution received by such other Lender (whether before or after occurrence of such Disgorged Recovery) to the Administrative Agent for
redistribution in accordance with the last sentence of Section 2.24(ii).
ARTICLE III
YIELD PROTECTION; TAXES
Section 3.1 Yield Protection. If, after the date of this Agreement (or, in the case of any assignee, after the date it became a party to this Agreement), the
adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive
(whether or not having the force of law) of any such authority, central bank or comparable agency:
(i) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account
in determining the interest rate applicable to Eurodollar Advances), or
(ii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of
making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Letters of Credit, or reduces any amount receivable by any Lender or
any applicable Lending Installation in connection with its Eurodollar Loans, Letters of Credit or participations therein, or
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