MoneyGram 2009 Annual Report Download - page 328

"First Priority Documents" means the First Priority Agreement or any other document executed in connection therewith granting any interest in or rights
to the First Priority Representative or the First Priority Lenders in and to the First Priority Collateral.
"First Priority Lenders" means the "Lenders" as defined in the First Priority Agreement, or any Persons that are designated under the First Priority
Agreement as the "First Priority Lenders" for purposes of this Agreement.
"First Priority Lien" means any Lien created by the First Priority Security Documents.
"First Priority Obligations" means (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all
loans made pursuant to the First Priority Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-
Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to the First Priority Agreement, (iii) all Hedging Obligations of any
Loan Party and (iv) all reasonable and customary fees, expenses and other amounts payable from time to time pursuant to the First Priority Documents as
determined by the First Priority Representative in its discretion taking into account market and economic conditions the time such fees, expenses and other
amounts are incurred, in each case whether or not allowed or allowable in an Insolvency Proceeding; provided that the First Priority Obligations shall not be
an amount in excess of the Maximum First Priority Obligations Amount. To the extent any payment with respect to any First Priority Obligation (whether by
or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a
preference in any respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, receiver or similar Person, then the
obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority
Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.
"First Priority Obligations Payment Date" means the first date on which (i) the First Priority Obligations (other than those that constitute Unasserted
Contingent Obligations) have been indefeasibly paid in cash in full (or cash collateralized or defeased in accordance with the terms of the First Priority
Documents), (ii) all commitments to extend credit under the First Priority Documents have been terminated and (iii) there are no outstanding letters of credit
or similar instruments issued under the First Priority Documents (other than such as have been cash collateralized or defeased in accordance with the terms of
the First Priority Documents). Upon the written request by the Second Priority Representative and/or the Borrower, the First Priority Representative shall
promptly deliver a written notice to the Second Priority Representative stating that (to the extent such events have occurred) the events described in clauses
(i), (ii) and (iii) have occurred to the satisfaction of the First Priority Secured Parties.
"First Priority Representative" has the meaning set forth in the introductory paragraph hereof.
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