MoneyGram 2009 Annual Report Download - page 371

"Responsible Officer" means the chairman, the chief executive officer, the president, the chief financial officer, the chief operating officer, the chief
accounting officer or the treasurer.
"Rule 144" has the meaning given to it in the Indenture.
"Rule 144A" has the meaning given to it in the Indenture.
"Rule 502" means Rule 502 of Regulation D under the Securities Act as from time to time in effect and any successor regulation to all or a portion thereof.
"Satisfactory Audit Opinion" means either combined or separate unqualified reports on the audit of Holdco, and its Subsidiaries, financial statements and
internal controls over financial reporting as of and for the year ended December 31, 2007 as illustrated within paragraphs 87 and 88 of the Public Company
Accounting Oversight Board Bylaws and Rules, Auditing Standard No. 5, "An Audit of Internal Control Over Financial Reporting That Is Integrated with An
Audit of Financial Statements," prepared in accordance with GAAP (neither the Deloitte & Touche LLP financial statement opinion as of and for the year
ended December 31, 2007 nor to the Notes to Consolidated Financial Statements attached to the audited financial statements, nor Items 1 through 15 of the
Company's December 31, 2007 Annual report on Form 10-K, shall include any reference to Holdco's ability to operate as a going concern).
"SEC" means the United States Securities and Exchange Commission.
"SEC Documents" is defined in Section 4.6(a).
"Securities" has the meaning given to it in the Equity Purchase Agreement.
"Security Documents" means: (i) that certain Second Priority Security Agreement, to be dated as of the Closing Date, among the Company, the Guarantors
and the Collateral Agent, a form of which is attached hereto as Exhibit 3.16(a), (ii) that certain Second Priority Pledge Agreement, to be dated as of the
Closing Date, among the Company, the Guarantors and the Collateral Agent, a form of which is attached hereto as Exhibit 3.16(b), (iii) that certain Second
Priority Patent Security Agreement, to be dated as of the Closing Date, among Holdco and the Collateral Agent, a form of which is attached hereto as
Exhibit 3.16(c), (iv) that certain Second Priority Patent Security Agreement, to be dated as of the Closing Date, among MPSI and the Collateral Agent, a form
of which is attached hereto as Exhibit 3.16(d), (v) that certain Second Priority Trademark Security Agreement, to be dated as of the Closing Date, among
Holdco and the Collateral Agent, a form of which is attached hereto as Exhibit 3.16(e), (vi) that certain Second Priority Trademark Security Agreement, to be
dated as of the Closing Date, among Property Bridge, Inc., a Delaware corporation, and the Collateral Agent, a form of which is attached hereto as
Exhibit 3.16(f) and (vii) collateral assignments and related agreements, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid,
refinanced or otherwise modified from time to time, creating the security interests in the Collateral as contemplated by the Indenture, which will be identical
to the agreements for the First Priority Liens Obligations, but on a second priority lien basis.
"Series B Preferred Stock" is defined in the recitals.
"Series B-l Preferred Stock" is defined in the recitals.
"Series D Preferred Stock" is defined in the recitals.
"Signing Date" means February 11, 2008. 9