MoneyGram 2009 Annual Report Download - page 173

"Loan Documents" means this Agreement, any amendment hereto, any Letter of Credit Application, any Notes issued pursuant to Section 2.16, the
Guaranty and the Collateral Documents.
"Loan Parties" means the Borrower, Holdco and each of the other Guarantors that is a party to a Loan Document.
"Material Adverse Effect" means any event, condition or circumstance that has occurred since the Effective Date that could reasonably be expected to have
a material adverse effect on (i) the business, financial condition, results of operations or assets of Holdco and its Subsidiaries, taken as a whole, (ii) the ability
of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents or (iii) the rights or remedies of the Administrative Agent or the
Lenders under the Loan Documents, taken as a whole (other than, in each case, as related to: (A) the valuation of the investment portfolio of Holdco and its
Subsidiaries and (B) any shareholder or derivative litigation arising as a result of the transactions contemplated hereby and/or the disclosure of or failure to
disclose information related to the valuation of the investment portfolio of Holdco and its Subsidiaries).
"Material Domestic Subsidiary" means a Domestic Subsidiary (other than an SPE) which either (i) has 5% or more of the assets (valued at the greater of
book or fair market value) of the Borrower and its Subsidiaries determined on a consolidated basis as of the fiscal quarter end next preceding the date of
determination, (ii) is responsible for 5% or more of Consolidated Net Income for the four quarter period ending on the fiscal quarter end next preceding the
date of determination or (iii) has been designated as a Material Domestic Subsidiary by the Borrower.
"Material Indebtedness" means Indebtedness and/or Rate Management Obligations in an outstanding principal or net payment amount of $15,000,000 or
more in the aggregate (or the equivalent thereof in any currency other than U.S. dollars).
"Material Indebtedness Agreement" means any agreement under which any Material Indebtedness was created or is governed or which provides for the
incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material
Indebtedness is outstanding thereunder).
"Minimum Liquidity Ratio" means the ratio of (i) the fair value of the Restricted Investment Portfolio (other than Scheduled Restricted Investments, which
shall be valued at the lower of (x) fair value and (y) the actual par amount of each Scheduled Restricted Investment held by the Borrower or any Borrower
Subsidiary on the date of determination multiplied by (A) in respect of the Scheduled Restricted Investments set forth under the heading C-l on Schedule 1,
0.98, (B) in respect of the Scheduled Restricted Investments set forth under the heading C-2 on Schedule 1, 0.049525, and (C) in respect of the Scheduled
Restricted Investments set forth under the heading C-3 on Schedule 1, zero; provided, that any Scheduled Restricted Investments set forth under the heading
C-l on Schedule 1 shall be valued at fair value after June 30, 2008; and provided further, if any of such Scheduled Restricted Investments set forth under the
heading C-2 or C-3 on Schedule 1 (the "Specified SRIs") have been sold, the aggregate value of such remaining Specified SRIs shall be the lower of (x) fair
value of such remaining Specified SRIs and (y) the aggregate value of all Specified SRIs (determined in accordance with the valuation
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