MoneyGram 2009 Annual Report Download - page 170

extent not otherwise included in this definition, Indebtedness of another Person whether or not assumed, secured by Liens or payable out of the proceeds or
production from Property now or hereafter owned or acquired by such Person, (iv) obligations (or, without double counting, reimbursement obligations in
respect thereof) which are evidenced by notes, acceptances, or other similar instruments to the extent not collateralized with Cash and Cash Equivalents or
banker's acceptances, (v) Capitalized Lease Obligations, (vi) letters of credit or similar instruments which are issued upon the application of such Person or
upon which such Person is an account party to the extent not collateralized with Cash and Cash Equivalents or banker's acceptances, (vii) to the extent not
otherwise included, any obligation (each, a "Contingent Obligation") by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the
Indebtedness of another Person, other than by endorsement of negotiable instruments for collection in the ordinary course of business, (viii) Rate Management
Obligations, (ix) Receivables Transaction Attributed Indebtedness and (x) any other obligation for borrowed money or other financial accommodation which
in accordance with GAAP would be shown as a liability on the consolidated balance sheet of such Person. For the purposes hereof, the amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in
respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. In respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the
amount of such Indebtedness shall be the lesser of the fair market value of such assets at the date of determination and the amount of the Indebtedness of the
other Person secured by such asset. Notwithstanding the foregoing, the following shall not constitute Indebtedness: (i) obligations under Repurchase
Agreements, (ii) Payment Services Obligations, (iii) obligations to repay Payment Instruments Funding Amounts, (iv) Rate Management Obligations (to the
extent incurred in the ordinary course of business and not for speculative purposes), (v) Purchase Agreement Equity, (vi) ordinary course contractual
obligations with clearing banks relative to clearing accounts and (vii) Receivables Transactions Attributed Indebtedness so long as the aggregate outstanding
amount thereof at the time of determination is not in excess of $300,000,000 (but any excess amount thereof over $300,000,000 shall constitute Indebtedness).
"Indenture" means that certain Indenture, to be dated as of and effective as of the Effective Date, among the Borrower, the guarantors party thereto and
Deutsche Bank Trust Company Americas, as trustee, in the form attached as an exhibit to the Note Purchase Agreement or as amended after the Effective
Date from time to time in accordance with the Intercreditor Agreement.
"Infringe" means, in relation to Intellectual Property, infringing upon, misappropriating or violating the rights of any third party.
"Insolvency Proceedings" means, with respect to any Person, any case or proceeding with respect to such Person under U.S. federal bankruptcy laws or any
other state, federal or foreign bankruptcy, insolvency, reorganization, liquidation, receivership or other similar laws, or the appointment, whether at common
law, in equity or otherwise, of any trustee, custodian, receiver, liquidator or the like for all or any material portion of the property of such Person.
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