MoneyGram 2009 Annual Report Download - page 330

restrictive in nature than those in effect on the Effective Date, (iii) Liens purported to be created under Repurchase Agreements (as defined in the First Priority
Agreement), provided that such Liens do not extend to any assets other than those that are the subject of such Repurchase Agreements, (iv) ordinary course of
business contractual obligations with clearing banks relative to clearing accounts or (v) operating leases.
"Loan Party" means the Borrower, each of the Guarantors and any other Person (other than the First Priority Representative and the Second Priority
Representative) that has executed or may from time to time execute a First Priority Security Document and a Second Priority Security Document.
"Maximum First Priority Obligations Amount" means the sum of (a) $700 million, plus (b)(i) all Hedging Obligations of any Loan Party and (ii) all
interest, fees, expenses and other amounts payable from time to time pursuant to the First Priority Documents, in each case whether or not allowed or
allowable in an Insolvency Proceeding.
"Person" means any person, individual, sole proprietorship, partnership, joint venture, corporation, limited liability company, unincorporated
organization, association, institution, entity, party, including any government and any political subdivision, agency or instrumentality thereof.
"Post-Petition Interest" means any interest or entitlement to fees or expenses that accrues after the commencement of any Insolvency Proceeding,
whether or not allowed or allowable in any such Insolvency Proceeding.
"Required Holder" has the meaning set forth in the Existing Second Priority Agreement.
"Second Priority Agreement" means (i) the Existing Second Priority Agreement, as amended, supplemented, restated, amended and restated or otherwise
modified from time to time in accordance with Section 6(c), and (ii) any other credit agreement, loan agreement, note agreement, promissory note, indenture,
or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend,
replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Second Priority Agreement or other
agreement or instrument referred to in this clause (ii) in accordance with Section 6(c), unless such agreement or instrument expressly provides that it is not
intended to be and is not a Second Priority Agreement hereunder. Any reference to the Second Priority Agreement hereunder shall be deemed a reference to
any Second Priority Agreement then extant.
"Second Priority Collateral" means all assets, whether now owned or hereafter acquired by the Borrower or any other Loan Party, in which a Lien is
granted or purported to be granted to any Second Priority Secured Party as security for any Second Priority Obligation.
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