MoneyGram 2009 Annual Report Download - page 182

reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System to which the Administrative Agent is subject with
respect to the Eurodollar Rate, for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D
or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve
percentage.
"Subordinated Indebtedness" means any Indebtedness which is by its terms subordinated in right of payment or in respect of the proceeds of any collateral
to the Obligations (other than the Second Lien Indebtedness).
"Subsidiary" of a Person means:
(i) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which
more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person or a combination thereof;
(ii) any partnership, joint venture, limited liability company or similar entity of which:
(A) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as
applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination
thereof whether in the form of membership, general, special or limited partnership or otherwise, and
(B) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity; and
(iii) with respect to Holdco, the Borrower and any Borrower Subsidiary which owns such SPE, any SPE.
Unless otherwise expressly provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the Borrower.
"Subsidiary Guarantor" means each Guarantor other than Holdco.
"Substantial Portion" means, with respect to the Property of the Borrower and its Subsidiaries, Property which represents more than 10% of the
consolidated assets (excluding Portfolio Securities) of the Borrower and its Subsidiaries, as would be shown in the consolidated financial statements of the
Borrower and its Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made (or if financial
statements
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