MoneyGram 2009 Annual Report Download - page 154

(iii) to the extent not already included in Consolidated Net Income, the lesser of (x) the aggregate amount received in cash by the Borrower after the
Effective Date as a result of the sale or other disposition (other than to the Borrower or a Borrower Subsidiary) of, or by way of dividend, distribution or
loan repayments on, Investments made pursuant to Section 6.14(xiv) by the Borrower and the Borrower Subsidiaries after the Effective Date or (y) the
initial amount of such Investments made in compliance with the terms of this Agreement after the Effective Date.
"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms "Beneficial Ownership" and
"Beneficially Own" have a corresponding meaning.
"Borrower" means MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation, and its successors and assigns.
"Borrower Subsidiary" means a Subsidiary of the Borrower.
"Borrowing Date" means a date on which a Credit Extension is made hereunder.
"Borrowing Notice" is defined in Section 2.11.
"Business Combination" means (i) any reorganization, consolidation, merger, share exchange or similar business combination transaction involving
Holdco with any Person or (ii) the sale, assignment, conveyance, transfer, lease or other disposition by Holdco of all or substantially all of its assets.
"Business Day" means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago and New York City for the conduct of substantially all of their commercial lending activities, interbank wire
transfers can be made on the Fedwire system and dealings in United States dollars are carried on in the London interbank market and (ii) for all other
purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York for the conduct of substantially all of their
commercial lending activities and interbank wire transfers can be made on the Fedwire system.
"Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person other than a corporation and any and all warrants, rights or options to purchase any of the foregoing (but excluding
any debt security that is convertible into, or exchangeable for, Capital Stock). The Purchase Agreement Equity shall be Capital Stock, whether or not
classified as indebtedness for purposes of GAAP.
"Capitalized Lease" of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet (excluding the
footnotes thereto) of such Person prepared in accordance with GAAP. 4