MoneyGram 2009 Annual Report Download - page 211

Lender or LC Issuer to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it
may be entitled.
Section 3.6 Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation to
reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3, so
long as such designation is not, in the commercially reasonable judgment of such Lender, materially disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4
or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final,
conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under Sections 3.1, 3.2, 3.4 or 3.5 in connection
with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type and maturity
corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless
otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such
written statement. The Borrower shall not be required to indemnify any Lender pursuant to Section 3.1, 3.2, 3.4 or 3.5 for any amounts paid or losses incurred
by such Lender as to which such Lender has not made demand hereunder within 120 days after the date such Lender has actual knowledge of such amounts or
losses and their applicability to the lending transactions contemplated hereby. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall
survive payment of the Obligations and termination of this Agreement.
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.1 Effectiveness and Closing Conditions. The amendments to the Existing Credit Agreement embodied herein shall not become effective (in
which ease the Existing Credit Agreement shall remain in full force and effect) and the Lenders shall not be required to make the Term B Loan hereunder
unless and until the following conditions precedent (other than clause (xi)) have been satisfied (or waived pursuant to Section 8.2 hereof) and, in the case of
clause (xi), the Term B Loan proceeds shall be funded simultaneously with the satisfaction of such condition, in each case on or before March 27, 2008:
(i) Each Loan Party, each Existing Lender, each Lender with a Term B Loan Commitment, the Administrative Agent and the Collateral Agent shall
each have executed and delivered each of the Loan Documents to which it is a party.
(ii) All shareholder, governmental and third party approvals necessary in connection with the financing and other transactions contemplated hereby and
the continuing operations of Holdco and its Subsidiaries shall have been obtained and be in full force and effect and all waiting periods applicable to the
transactions contemplated hereby shall have expired or been terminated, in each case, to the extent required to be delivered under the Equity Purchase
Agreement. 61