MoneyGram 2009 Annual Report Download - page 264

shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any
Affiliate of the LC Issuer that issues any Letter of Credit), Participants (solely to the extent provided in paragraph (iii) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the LC Issuer and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.
(ii) (A) Subject to the conditions set forth in paragraph (ii)(B) below, any Lender may assign to one or more assignees other than any Disqualified
Institution (each, an "Assignee") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and
the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:
(1) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved
Fund or, if a Default under Section 7.2, 7.6 (in respect of bankruptcy only) or 7.7 (in respect of bankruptcy only) has occurred and is continuing, any
other Assignee;
(2) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of (x) any Revolving
Credit Commitment to an Assignee that is a Lender with a Revolving Credit Commitment immediately prior to giving effect to such assignment or
the Borrower or any of its Affiliates and (y) all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or the
Borrower or any of its Affiliates; and
(3) the LC Issuer, provided that no consent of the LC Issuer shall be required for an assignment of all or any portion of a Term Loan.
(B) Assignments shall be subject to the following additional conditions:
(1) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender's Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be
less than $5,000,000 in the case of a Revolving Credit Commitment or, in the case of a Term Loan, $1,000,000 unless each of the Borrower and the
Administrative Agent otherwise consent;
(2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this
Agreement, provided that this clause shall not be construed to 114