MoneyGram 2009 Annual Report Download - page 168

by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.
"Final 10-K" shall mean Holdco's Annual Report on Form 10-K for the year ended December 31, 2007, in a form identical to a form that shall have been
provided to each of the Lenders and the Investors not less than one day prior to the Effective Date, which shall be in a form acceptable to each of the Lenders
and the Investors in its respective sole judgment and discretion, in compliance with all applicable rules promulgated under the Exchange Act, excluding any
rules related to filing deadlines, which such Final 10-K does not disclose or identify any material weakness in the design or operation of internal controls
which could adversely affect Holdco's ability to record, process, summarize and report financial data.
"Financial Condition" means, for any date, (i) prior to the Sell Down Date, the Leverage Ratio (as defined in the Indenture) for the Borrower's most
recently ended four fiscal quarters for which internal financial statements are available immediately preceding such date would be less than 3.50 to 1.00, and
(ii) on or after the Sell Down Date, the Fixed Charge Coverage Ratio (as defined in the Indenture) for the Borrower's most recently ended four fiscal quarters
for which internal financial statements are available immediately preceding such date would be at least 2.00 to 1.00, in each case determined on a pro forma
basis (including a pro forma application of the net proceeds of any Indebtedness incurred on such date, as if the additional Indebtedness had been incurred and
the application of proceeds therefrom had occurred at the beginning of such four-quarter period.
"Financial Officer" means the chief financial officer, the controller, the treasurer, any assistant treasurer or any other officer with responsibilities
customarily performed by such officers.
"Floating Rate" means, for any day, a rate per annum equal to the Alternate Base Rate for such day, in each case changing when and as the Alternate Base
Rate changes.
"Floating Rate Advance" means an Advance which, except as otherwise provided in Section 2.11, bears interest at the Floating Rate plus the Applicable
Margin.
"Floating Rate Loan" means a Loan which, except as otherwise provided in Section 2.14, bears interest at the Floating Rate plus the Applicable Margin.
"Foreign Plan" is defined in Section 5.9(iv).
"Foreign Subsidiary" means any Subsidiary of the Borrower that is not a Domestic Subsidiary.
"GAAP" means generally accepted accounting principles as in effect from time to time in the United States.
"Government Securities" means securities that are:
(i) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or
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