MoneyGram 2009 Annual Report Download - page 261

appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.
Section 10.12 Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the
Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been
appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders (with the
consent of the Borrower unless at the applicable time a Default under Section 7.2, 7.6 (in respect of bankruptcy only) or 7.7 (in respect of bankruptcy only)
shall have occurred and be continuing) shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent, other
than a Disqualified Institution. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the
resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and
the Lenders, a successor Administrative Agent, other than a Disqualified Institution (with the consent of the Borrower unless at the applicable time a Default
under Section 7.2, 7.6 (in respect of bankruptcy only) or 7.7 (in respect of bankruptcy only) shall have occurred and be continuing). Notwithstanding the
previous sentence, the Administrative Agent may at any time (with the consent of the Borrower, not to be unreasonably withheld but without the consent of
any Lender) appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned
and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower
shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor
Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such
successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $250,000,000 and shall not be a Disqualified
Institution. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the
effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent shall be discharged from its duties and obligations hereunder
and under the Loan Documents. After the effectiveness of the resignation of an Administrative Agent, the provisions of this Article X shall continue in effect
for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent
hereunder and under the other Loan Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent
assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term "Prime Rate" as used in this Agreement shall mean the prime
rate, base rate or other analogous rate of the new Administrative Agent.
Section 10.13 Administrative Agent and Arranger Fees. The Borrower agrees to pay to the Administrative Agent and the Arranger, for their respective
accounts, the fees agreed to by the Borrower, the Administrative Agent and the Arranger pursuant to that certain fee letter agreement dated February 14, 2008,
or as otherwise agreed from time to time. 111