MoneyGram 2009 Annual Report Download - page 186

Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in
GAAP or the application thereof (subject to the approval of the Required Lenders), provided that, until so amended, such ratio or requirement shall continue
to be computed in accordance with GAAP or application thereof prior to such change therein and the Borrower shall provide to the Administrative Agent and
the Lenders reconciliation statements showing the difference in such calculation, together with the delivery of quarterly and annual financial statements
required hereunder.
Section 1.7 Pro Forma Calculations. For purposes of determining compliance with any ratio set forth herein, such ratio shall be calculated in each case on a
pro forma basis as follows:
(i) In the event that the Borrower or any Borrower Subsidiary incurs, assumes, guarantees or redeems any Indebtedness subsequent to the
commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of such
ratio is made (the "Calculation Date"), then such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption
of Indebtedness, as if the same had occurred at the beginning of the applicable reference period.
(ii) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made
by the Borrower or any Borrower Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the
Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing
transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that
subsequently became a Borrower Subsidiary or was merged with or into the Borrower or any Borrower Subsidiaiy since the beginning of such reference
period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition,
then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or
consolidation (and all related financing transactions) had occurred at the beginning of the reference period.
(iii) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including
any cost savings associated therewith) shall be made in accordance with Regulation S-X under the Securities Act. In addition, any such pro forma
calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other
operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the
extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are
reasonably identifiable and factually supportable, (y) with respect to operational changes (not resulting from an acquisition), such actions are taken or
committed to be taken no later than 24 months after the Effective Date and (z) the aggregate amount of projected
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