MoneyGram 2009 Annual Report Download - page 252

extensions of credit thereunder on the Effective Date and this Section 8.2 may be amended by the Required Lenders to reflect such extensions of credit.
(vi) Release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their obligations under the Guaranty, except,
in either case, as contemplated by Section 10.17.
Without limiting the foregoing and notwithstanding anything herein or in Section 2.8(iii) to the contrary: (A) any amendment having the effect of permitting
the aggregate amount of Term B Loans allowed or incurred pursuant to Section 2.8(iii) after the date hereof to exceed $50,000,000 or permitting the Term B
Balance at any time to exceed $250,000,000 shall require the consent of the Required Specified Lenders and the Required B Lenders; and (B) the consent of
the Required B Lenders shall be required with respect to any amendment that (1) extends the scheduled date of payment of the principal amount of any Term
B Loan, (2) alters the amount or application of any prepayment pursuant to Section 2.10 in a manner adverse to the interests of Lenders with Term B Loans or
(3) has the effect of providing Collateral to the Revolving Lenders or Lenders with Term A Loans on a basis inconsistent with Section 2.24(ii).
No amendment of any provision of this Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative
Agent, and no amendment of any provision relating to the LC Issuer shall be effective without the written consent of the LC Issuer. No amendment of any
provision of this Agreement relating to the Swing Line Lender or any Swing Line Loan made by such Swing Line Lender shall be effective without the
written consent of the Swing Line Lender. The Administrative Agent may waive payment of the fee required under Section 12.1(ii)(B)(3) without obtaining
the consent of any other party to this Agreement. Notwithstanding the foregoing, upon the execution and delivery of all documentation required by
Section 2.8(iii) to be delivered in connection with an increase to the Aggregate Revolving Credit Commitment, the Administrative Agent, the Borrower and
the new or existing Lenders whose Commitments have been affected may and shall enter into an amendment hereof (which shall be binding on all parties
hereto) solely for the purpose of reflecting any new Lenders and their new Revolving Credit Commitments and any increase in the Revolving Credit
Commitment of any existing Lender.
Section 8.3 Replacement Loans. In addition, notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended (or amended
and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit
the refinancing of all of the outstanding Term A Loans (the "Refinanced Term A Loans") or all of the outstanding Term B Loans (the "Refinanced Term B
Loans") or the replacement of the Aggregate Revolving Credit Commitment (the "Refinanced Commitment") with one or more replacement term loan
tranches hereunder which shall be Loans hereunder ("Replacement Term A Loans" or the "Replacement Term B Loans", as applicable) or one or more new
revolving commitments (the "Replacement Commitments"); provided, that (i) the aggregate principal amount of such Replacement Term A Loans and
Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans and Refinanced Term B Loans, respectively,
(ii) the Applicable Margin for such Replacement Term A Loans and Replacement Term B Loans shall not be higher than the Applicable Margin for such
Refinanced Term A Loans and Refinanced Term B Loans, 102