MoneyGram 2009 Annual Report Download - page 433

"Governmental Authority" means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court,
agency or instrumentality or political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of any
government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.
"Government Securities" means securities that are:
(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or
(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of
which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act), as custodian with respect to any such Government Securities or a specific payment of the principal of or interest on any such Government Securities
held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the
Government Securities or the specific payment of the principal of or interest on the Government Securities evidenced by such depository receipt.
"GSCP" means GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Offshore Fund, L.P., and GS
Capital Partners VI Fund, L.P.
"GSMP" means GSMP V Onshore US, Ltd., GSMP V Offshore US, Ltd. and GSMP V Institutional US, Ltd.
"guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in
any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness.
"Guarantors" means:
(1) Holdco;
(2) all existing and subsequently acquired or organized Domestic Subsidiaries (other than Immaterial Subsidiaries, SPEs and Long Lake Partners LLC);
and
(3) any other Domestic Subsidiary that executes a Note Guarantee in accordance with the provisions of this Indenture,
and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this
Indenture.
"Hedging Obligations" means, with respect to any Person, the obligations of such Person under currency exchange, interest rate or commodity swap, cap
or collar agreements, and other similar 13