MoneyGram 2009 Annual Report Download - page 185

qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.
Section 1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including"
shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word
"shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to
include such Person's permitted successors and permitted assigns, (c) the words "herein", "hereof and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts
and contract rights.
Section 1.3 Rounding. The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-down if there is no nearest number).
Section 1.4 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to New York time (daylight or standard, as
applicable).
Section 1.5 Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be
due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding
Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that with respect to any payment of
interest on or principal of Eurodollar Loans, if such extension would cause any such payment to be made in the next succeeding calendar month, such
payment shall be made on the immediately preceding Business Day.
Section 1.6 Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be inteipreted and all accounting determinations
hereunder shall be made in accordance with GAAP, except that any calculation or determination which is to be made on a consolidated basis shall be made for
the Borrower and all of its Subsidiaries, including those Subsidiaries, if any, which are unconsolidated on the Borrower's audited financial statements. If at
any time any change in GAAP or application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and
the Borrower, the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the
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