MoneyGram 2009 Annual Report Download - page 266

Borrower nor any Affiliate of the Borrower which is a Lender shall be entitled to receive information delivered to the Lenders or attend meetings of the
Lenders.
(D) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment
and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal
amount of the Loans and LC Disbursements and any interest thereon owing to, each Lender pursuant to the terms hereof from time to time (the
"Register"), The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the LC Issuers and the
Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any LC Issuer and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.
(E) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee's completed
Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder, the processing and recordation fee referred to in paragraph (ii)
(B)(3) of this Section 12.1 and any written consent to such assignment required by paragraph (ii) of this Section 12.1, the Administrative Agent shall
accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or
the Assignee shall have failed to make any payment required to be made by it pursuant to Section 2.7, 2.21, 2.22(v), 10.8 or 11.2, the Administrative
Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such
payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.
(iii) (A) Any Lender may, without the consent of the Borrower, the Administrative Agent, the LC Issuer or the Swing Line Lender, sell participations to
one or more banks or other entities other than a Disqualified Institution (each, a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (1) such Lender's obligations under this
Agreement shall remain unchanged, (2) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations
and (3) the Borrower, the Administrative Agent, the LC Issuer and the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that (x) such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that any 116