MoneyGram 2009 Annual Report Download - page 407

herein; and (iii) any assignee of a Purchaser who acquires Notes in an offering registered under the Securities Act shall not be entitled to the benefit of the
covenants in this Agreement.
(b) Nothing in this Agreement or in any other Financing Document, express or implied, shall give to any Person other than the parties hereto or thereto and
their permitted successors and assigns any benefit or any legal or equitable right, remedy or claim under this Agreement.
(c) Prior to the Closing, no Purchaser may assign its rights hereunder provided the Purchasers may assign the rights to purchase all or any portion of the
Notes allocated to such Purchaser pursuant to Schedule 2.2 to any, direct or indirect, wholly-owned subsidiary of such Purchaser or any Affiliate of such
Purchaser, subject to such subsidiary or Affiliate, as the case may be, making the representations and warranties set forth in Section 5, and each such Person
shall be entitled to the full benefit and be subject to the obligations of this Agreement as if such Person were a Purchaser hereunder.
(d) The parties hereto expressly acknowledge and agree that that upon execution of a counterpart signature page hereto, each Purchaser to whom the rights
hereunder have been assigned shall become party to this Agreement for all purposes hereof.
(e) Notwithstanding anything to the contrary contained herein, no Purchaser may assign any right to purchase all or any portion of the Notes or any Notes
to any direct competitor of the Company and its Subsidiaries or Affiliate of such competitor.
10.3. No Waiver; Remedies Cumulative.
No failure or delay on the part of any party hereto or any Purchaser in exercising any right, power or privilege hereunder or under the Notes and no course
of dealing between the Company and any other party or Purchaser shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power
or privilege hereunder or under the Notes preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights and remedies provided herein and in the Notes are cumulative and not exclusive of any rights or remedies that the parties or Purchasers
would otherwise have. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the rights of the other parties hereto or the Purchasers to any other or further action in any circumstances without
notice or demand.
10.4. Amendments, Waivers and Consents.
Subject to the second sentence of this Section 10.4, this Agreement may be amended, and the observance of any term hereof may be waived (either
retroactively or prospectively), with the written consent of the Company, provided, however, that no such amendment or waiver may, without the prior written
consent of the holders of a majority in principal amount of the outstanding Notes held by the Purchasers, as applicable, amend or waive the provisions of
which the Purchasers are beneficiaries. No amendment or waiver of this Agreement will extend to or affect any obligation, covenant or agreement not
expressly amended or waived or thereby impair any right consequent thereon.
As used herein, the term "Agreement" and references thereto means this Agreement as it may from time to time be amended, restated, supplemented or
modified. 45