MoneyGram 2009 Annual Report Download - page 372

"Signing Date Certificate" is defined in Section 2.4.
"Solvency Certificate" is defined in Section 3.1 l(c).
"Solvent" means, with respect to any Person, that (a) the sum of such Person's debt (including contingent liabilities) does not exceed the present fair
saleable value of such Person's present assets; (b) such Person's capital is not unreasonably small in relation to its business as contemplated; and (c) such
Person has not incurred and does not intend to incur, or believe that it will incur, debts including current obligations beyond its ability to pay such debts as
they become due (whether at maturity or otherwise). For purposes of this definition, the amount of any contingent liability at any time shall be computed by
Holdco and the Company as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that such Person
reasonably expects to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under GAAP).
"Sponsors" is defined in the recitals.
"State" means any of the jurisdictions listed on Section 3.3(b) of the Company Disclosure Schedule (as defined in the Equity Purchase Agreement).
"Subsequent Purchaser" means a purchaser of any Note who acquired such Note in a Private Offering in accordance with Section 8.1.
"Tax" or "Taxes" means any and all domestic or foreign, federal, state, local or other taxes of any kind (together with any and all interest, penalties,
additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Entity, including taxes on or with respect to income,
franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, unemployment, social security, workers'
compensation or net worth, and taxes in the nature of excise, withholding, ad valorem or value added, and including any liability in respect of any items
described above as a transferee or successor, pursuant to Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign
Law), or as an indemnitor, guarantor, surety or in a similar capacity under any contract, arrangement, agreement, understanding or commitment (whether oral
or written).
"Tax Return" means any return, report or similar filing, (including attached schedules) filed or required to be filed with respect to Taxes (and any
amendments thereto), including any information return, claim for refund or declaration of estimated Taxes.
"Termination Date" is defined in Section 2.2(e).
"Termination Development" means (i) any circumstance, event, change, development or effect that, individually or in the aggregate, is adverse to the
financial position, results of operations, business, prospects, assets or liabilities of Holdco or its Subsidiaries as determined in the sole discretion of the Initial
Purchasers, (ii) any negative development related to Holdco's or its Subsidiaries' agents, official check customers, clearing banks or regulators as determined
in the sole discretion of the Initial Purchasers, and (iii) the Initial Purchasers becoming aware after the Effective Date of any matter in clauses (i) or (ii) above
that occurred prior to the date hereof.
"Total First Lien Indebtedness" means, as of any date of determination, funded Total Indebtedness that in each case is secured by First Priority Liens on
property or assets of Holdco and its Subsidiaries. 10