MoneyGram 2009 Annual Report Download - page 203

annum separately agreed upon (but no more than 0.125% per annum) between the Borrower and such LC Issuer on the average daily amount of the LC
Exposure with respect to Letters of Credit issued by such LC Issuer (excluding any portion thereof attributable to unreimbursed LC Disbursements) during
the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on
which there ceases to be any LC Exposure, as well as such LC Issuer's standard fees with respect to the issuance, amendment, renewal or extension of any
Letter of Credit or processing of drawings thereunder. LC Fees and fronting fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective
Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments terminate and any such fees accruing after the
date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the LC Issuers pursuant to this
paragraph shall be payable within 30 days after demand. All LC Fees and fronting fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but excluding the last day).
(xii) Outstanding Letters of Credit. The letters of credit set forth on Schedule 2.22 hereto (the "Outstanding Letters of Credit") were issued or deemed
issued pursuant to the Existing Credit Agreement and remain outstanding as of the date of this Agreement. The Borrower, the LC Issuer and each of the
Revolving Lenders hereby agree with respect to the Outstanding Letters of Credit that effective upon the Effective Date (A) such Outstanding Letters of
Credit shall be deemed to be Letters of Credit issued under and governed in all respects by the terms and conditions of this Agreement and (B) each Lender
shall participate in each Outstanding Letter of Credit in an amount equal to its Pro Rata Share of the face amount of such Outstanding Letter of Credit.
Section 2.23 Replacement of Lender. If (i) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender,
(ii) any Lender's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3,
(iii) any Lender shall default in its obligation to fund Loans hereunder, (iv) any Lender shall become insolvent or the subject of a bankruptcy or insolvency
proceeding or (v) any Lender shall fail to consent to a departure or waiver of any provision of the Loan Documents or fail to agree to any amendment thereto,
which waiver, consent or amendment requires the consent of all Lenders or of all Lenders directly affected thereby and has been consented to by the Required
Lenders (any Lender described in clause (i), (ii), (iii), (iv) or (v) being an "Affected Lender"), the Borrower may (a) elect to replace such Affected Lender as a
Lender party to this Agreement; provided that the Borrower shall have such right only if (A) concurrently with such replacement, (1) another bank or other
entity (other than a Disqualified Institution) which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to
purchase for cash the Loans and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit D and to become
a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the
requirements of Section 12.1 applicable to assignments, and (2) the Borrower shall pay to such
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