MoneyGram 2009 Annual Report Download - page 163

or otherwise) generally affecting the U.S. economy, foreign economies or the industries in which Holdco or its Subsidiaries operate, (ii) changes in generally
accepted accounting principles, (iii) changes in laws of general applicability or interpretations thereof by any Governmental Entities (as defined in the Equity
Purchase Agreement), (iv) any change in Holdco's stock price or trading volume, in and of itself, or any failure, in and of itself, by Holdco to meet revenue or
earnings guidance published or otherwise provided to the Administrative Agent or the Lenders (provided that any fact, condition, circumstance, event, change,
development or effect underlying any such failure or change, other than any of the foregoing that is otherwise excluded pursuant to clauses (i) through
(viii) hereof, may be taken into account in determining whether an Effective Date MAE has occurred or would reasonably be expected to occur), (v) losses
resulting from any change in the valuations of Holdco's portfolio of securities or sales of such securities and any effect resulting from such changes or sales,
(vi) actions or omissions of Holdco or the Sponsors taken as required by the Equity Purchase Agreement or with the prior written consent of the
Administrative Agent, (vii) public announcement, in and of itself, by a third party not affiliated with Holdco of any proposal to acquire the outstanding
securities or all or substantially all of the assets of Holdco and (viii) the public announcement of the Loan Documents and the transactions contemplated
thereby (provided that this clause (viii) shall not apply with respect to Sections 1.2(c)(v), 2.2(d), 2.2(h) and 2.2(k) of the Equity Purchase Agreement);
provided further, however, that Effective Date MAE shall be deemed not to include the impact of the foregoing clauses (i), (ii) and (iii), in each case only
insofar and to the extent that such circumstances, events, changes, developments or effects described in such clauses do not have a disproportionate effect on
Holdco and its Subsidiaries (exclusive of its payments systems business) relative to other participants in the industry.
"EMU" means the economic and monetary union as contemplated in the Treaty on European Union.
"Environmental Laws" means any Laws relating to pollution, the environment or natural resources.
"Equity Purchase Agreement" means that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008, among Holdco and the several
"Investors" named therein, including all exhibits and schedules thereto, as in effect on the date hereof.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any applicable rule or regulation issued
thereunder.
"Eurodollar Advance" means an Advance which, except as otherwise provided in Section 2.14, bears interest at the applicable Eurodollar Rate plus the
Applicable Margin.
"Eurodollar Base Rate" means, with respect to any Eurodollar Advance for any Interest Period, the rate appearing on Telerate Page 3750 (or on any
successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently
provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of
such Interest Period, as the rate for dollar deposits 13