MoneyGram 2009 Annual Report Download - page 267

such agreement or instrument may provide that such Lender will not, without the consent of the Participant (other than a Participant which is the
Borrower), agree to any amendment, modification or waiver described in Section 8.2(i) that affects such Participant, and (y) in the case of a Participant
which is the Borrower or an Affiliate of the Borrower, the selling Lender shall not (without the consent of the Administrative Agent), and shall not be
obligated to, provide such Participant with information such Participant would not be entitled to receive in accordance with Section 12.1(ii)(C) were
such participation an assignment. Subject to paragraph (iii)(B) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits
of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (ii) of this
Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.1 as though it were a Lender, provided such
Participant agrees to be subject to Section 11.2 as though it were a Lender. Notwithstanding anything to the contrary in this Agreement or any
agreement or instrument pursuant to which a Lender sells a participation to the Borrower, all Commitments, Loans and all other rights subject to such
participation to the Borrower shall be deemed canceled for all purposes under this Agreement, including without limitation with respect to Section 8.2
and Section 6.19, but, in the case of a participation of any Revolving Credit Commitment, such cancellation shall be subject to the making of cash
collateralization arrangements reasonably satisfactory to the applicable LC Issuer and the Swing Line Lender with respect to Letters of Credit and
Swing Line Loans outstanding at the time of such participation which are subject to such participation.
(B) A Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2, 3.4 or 3.5 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant. A Participant shall not be entitled to the benefits of Section 3.5 unless the
Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with
Section 3.5(iv) or (v), as applicable, as though it were a Lender.
(C) Each Lender having sold a participation in its rights or Obligations under this Agreement, acting for this purpose as an agent of the Borrower,
shall maintain a register for the recordation of the names and addresses of such Participants and the rights, interests or obligations of such Participants
in any Obligation, in any Commitment and in any right to receive any payments hereunder.
(iv) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such
Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such
pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
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