MoneyGram 2009 Annual Report Download - page 175

"Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, all reimbursement obligations with respect to LC
Disbursements, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower and the other Loan Parties to
the Lenders or to any Lender, the Administrative Agent or any indemnified party arising under the Loan Documents.
"Other Taxes" is defined in Section 3.5(ii).
"Outstanding Letters of Credit" is defined in Section 2.22(xii).
"Outstanding Revolving Credit Exposure" means, as to any Lender at any time, the sum of (i) the aggregate principal amount of its Revolving Loans
outstanding at such time, plus (ii) an amount equal to its LC Exposure at such time, plus (iii) an amount equal to its Swing Line Exposure at such time.
"Participants" is defined in Section 12.1(iii)(A).
"Passive Holding Company Condition" shall be satisfied so long as Holdco or any of its Subsidiaries (other than the Borrower and any of the Borrower
Subsidiaries) does not:
(i) directly incur any Indebtedness other than Permitted Holdco Indebtedness;
(ii) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it (except Permitted Holdco
Liens); or
(iii) own any Capital Stock in any Person (other than the Borrower and the Borrower Subsidiaries) and own any other material assets (excluding Capital
Stock) other than (A) Cash and Cash Equivalents, (B) assets under any stock incentive plans (including related agreements), loan stock purchase programs
or incentive compensation plans, (C) pre-paid assets (e.g. deferred financing costs) and (D) deferred tax assets;
provided nothing in this definition shall restrict Holdco from performing its obligations under the Equity Purchase Agreement and the securities issued
thereunder and under the certificates of designation contemplated thereby.
"Payment Date" means the last day of each calendar year quarter.
"Payment Instruments Funding Amounts" means amounts advanced to and retained by Holdco and its Subsidiaries as advance funding for the payment
instruments or obligations arising under an official check agreement or a customer agreement entered into in the ordinary course of business.
"Payment Service Obligations" means all liabilities of the Borrower and the Borrower Subsidiaries calculated in accordance with GAAP for outstanding
payment instruments (as classified and defined as Payment Service Obligations in Holdco's latest Annual Report on Form 10-K under the Exchange Act, and
if Holdco is not subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, Holdco's most recent audited financial
statements).
25