MoneyGram 2009 Annual Report Download - page 265

prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans;
(3) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500; and
(4) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the Assignee
designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdco
and its Affiliates, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such
information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws.
For the purposes of this Section 12.1(ii), the term "Approved Fund" has the following meaning:
"Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is administered or managed by (1) a Lender, (2) an Affiliate of a Lender or (3) an entity
or an Affiliate of an entity that administers or manages a Lender.
(C) Subject to acceptance and recording thereof pursuant to paragraph (ii)(E) of this Section, from and after the effective date specified in each
Assignment and Assumption the Assignee thereunder (except in the case of an assignment to the Borrower) shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and,
in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.1, 3.2, 3.4, 3.5 and 9.6). Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this Section 12.1 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with paragraph (iii) of this Section 12.1. Notwithstanding anything to the
contrary in this Agreement or any Assignment and Assumption, all Commitments, Loans, and all other rights assigned to the Borrower pursuant to this
Section 12.1 shall be deemed canceled for all purposes under this Agreement, including without limitation with respect to Section 8.2 and Section 6.19,
and, without the consent of the Administrative Agent, neither the 115