MoneyGram 2009 Annual Report Download - page 438

"Net Proceeds" means the aggregate cash proceeds received by the Company or any Company Subsidiary in respect of any Asset Sale or Specified SRI
Sales, including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale or Specified
SRI Sales, net of the direct costs relating to such Asset Sale or Specified SRI Sales and the sale or disposition of such non-cash consideration, including,
without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof,
taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements and, if such costs
have not been incurred or invoiced, the Company's good faith estimates thereof), amounts required to be applied to the repayment of principal, premium or
penalty, if any, and interest on Indebtedness required to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the
Company as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company
after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations associated with such transaction.
"Non-Guarantor" means any Subsidiary of Holdco other than the Company or any Guarantor.
"Non-U.S. Person" means a Person who is not a U.S. Person.
"Note Guarantees" means the guarantee by any Guarantor of the Company's Obligations under this Indenture.
"Note Purchase Agreement" means the Second Amended and Restated Note Purchase Agreement, dated as of March 24, 2008, among the Company,
Holdco, and GSMP.
"Notes" has the meaning assigned to it in the preamble to this Indenture. For purposes of this Indenture, all references to "principal amount" shall include
any increase in the principal amount of the outstanding Notes as a result of a PIK Payment.
"Obligations" means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including, to the
extent legally permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicable
post-default rate, specified in the applicable agreement), premium (if any), guarantees of payment, fees, indemnifications, reimbursements, expenses, damages
and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Notes shall not include fees or
indemnifications in favor of the Trustee and other third parties other than the Holders of the Notes.
"Officer" means the Chairman of the Board, if any, the Chief Executive Officer, President, any Executive Vice President, Senior Vice President or Vice
President, the Treasurer, Chief Legal Officer, the Secretary, any principal executive officer or any principal accounting officer of the Company.
"Officer's Certificate" means a certificate signed on behalf of the Company by an Officer of the Company that meets the requirements of Section 14.03
hereof.
"Opinion of Counsel means an opinion from legal counsel who is reasonably acceptable to the Trustee that meets the requirements of Section 14.03 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee.
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