MoneyGram 2009 Annual Report Download - page 329

"First Priority Required Lenders" means the "Required Lenders" as defined in the First Priority Agreement.
"First Priority Secured Parties" means the holders of the First Priority Obligations.
"First Priority Security Documents" means the "Collateral Documents" as defined in the First Priority Agreement, and any other documents that are
designated under the First Priority Agreement as "First Priority Security Documents" for purposes of this Agreement.
"GSMP" means GSMP V Onshore US, Ltd., GSMP V Offshore US, Ltd. and GSMP V Institutional US, Ltd.
"Guarantors" has the meaning set forth in the First Priority Agreement.
"Hedging Obligations" means, with respect to any Loan Party, any obligations of such Loan Party owed to any First Priority Lender (or any Affiliate
thereof or any Person who was a First Priority Lender or an Affiliate thereof at the time of the applicable transaction) in respect of any Rate Management
Transaction (as defined in the Existing First Priority Agreement), including without limitation Rate Management Transactions existing prior to the date
hereof.
"Holdco" has the meaning set forth in the first WHEREAS clause of this Agreement.
"Insolvency Proceeding" means any proceeding in respect of bankruptcy, liquidation, reorganization, insolvency, winding up, receivership, dissolution or
assignment for the benefit of creditors, in each of the foregoing events whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy,
insolvency, reorganization, receivership or similar law.
"Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in the State of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.
"Lien" means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, encumbrance or preference, priority or other security agreement
of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease (as defined in
the First Priority Agreement) or other title retention agreement). For the purposes hereof, none of the following shall be deemed to be Liens: (i) setoff rights or
statutory liens arising in the ordinary course of business, (ii) restrictive contractual obligations with respect to assets comprising the Payment Instruments
Funding Amounts or Payment Service Obligations (as defined in the First Priority Agreement), provided that such contractual obligations are no more
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