MoneyGram 2009 Annual Report Download - page 156

(i) any Person (other than the Sponsors) acquires Beneficial Ownership, directly or indirectly, of 50% or more of the combined voting power of the
then-outstanding voting securities of Holdco entitled to vote generally in the election of directors ("Outstanding Corporation Voting Stock");
(ii) the consummation of a Business Combination pursuant to which either (A) the Persons that were the Beneficial Owners of the Outstanding
Corporation Voting Stock immediately prior to such Business Combination Beneficially Own, directly or indirectly, less than 50% of the combined voting
power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of the entity resulting from such
Business Combination (including, without limitation, a company that, as a result of such transaction, owns Holdco or all or substantially all of Holdco's
assets either directly or through one or more subsidiaries), or (B) any Person (other than the Sponsors) Beneficially Owns, directly or indirectly, 50% or
more of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of the
entity resulting from such Business Combination;
(iii) the failure by Holdco to directly own 100% of the Capital Stock of the Borrower;
(iv) the failure by the Borrower to own 100% of the Capital Stock of MoneyGram Payment Systems, Inc., a Delaware corporation; or
(v) the adoption of a plan relating to the liquidation of Holdco or the Borrower.
"Class", when used in reference to any Loan or Advance, refers to whether such Loan, or the Loans comprising such Advance, are Revolving Loans, Term
A Loans, Term B Loans or Swing Line Loans.
"Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.
"Collateral" means all property with respect to which any security interests have been granted (or purported to be granted) to the Collateral Agent pursuant
to any Collateral Document.
"Collateral Agent" means JPMorgan Chase Bank, N.A., in the capacity of collateral agent for the Lenders and the other Secured Parties named in the
Collateral Documents.
"Collateral Documents" means each security agreement, pledge agreement, mortgage and other document or instrument pursuant to which security is
granted to the Collateral Agent pursuant hereto for the benefit of the Secured Parties to secure the Obligations, including without limitation that certain
Amended and Restated Security Agreement, Amended and Restated Pledge Agreement, Amended and Restated Trademark Security Agreement and Amended
and Restated Patent Security Agreement, in each case dated as of the date hereof and made between the Borrower, Holdco and one or more other Loan Parties
and the Collateral Agent. 6