MoneyGram 2009 Annual Report Download - page 439

"Participant' means, with respect to the Depositary, a Person who has an account with the Depositary (and, with respect to DTC, shall include Euroclear
and Clearstream).
"Passive Holding Company Condition" shall be satisfied so long as Holdco or a Holdco Subsidiary (other than the Company and any of its Subsidiaries)
does not:
(1) directly incur any Indebtedness other than Permitted Holdco Indebtedness;
(2) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it (except Permitted Holdco
Liens); or
(3) own any Equity Interests in any Person (other than the Company and its Subsidiaries) and own any other material assets (excluding Equity Interests)
other than (w) Cash and Cash Equivalents, (x) assets under any stock incentive plans (including related agreements), loan stock purchase programs or
incentive compensation plans, (y) pre-paid assets (e.g. deferred financing costs) and (z) deferred tax assets;
provided nothing in this definition shall restrict Holdco from performing its obligations under the Equity Purchase Agreement and the securities issued
thereunder and under the certificates of designation contemplated thereby.
"Payment Instruments Funding Amounts" means amounts advanced to and retained by the Company and its Subsidiaries as advance funding for the
payment instruments or obligations arising under an official check agreement or a customer agreement entered into in the ordinary course of business.
"Payment Service Obligations" means all liabilities of the Company and its Subsidiaries calculated in accordance with GAAP for outstanding payment
instruments (as classified and defined as Payment Service Obligations in Holdco's SEC Documents and if Holdco is not subject to the reporting requirements
of Section 13(a) or Section 15(d) of the Exchange Act, Holdco's most recent audited financial statements).
"Permissible Parties" means any Holder, any prospective Holder and any broker dealer or securities analyst (so long as, in the case of a prospective
Holder, broker dealer or securities analyst, such entity certifies to the Company that either it or the party to whom it is providing information is either (i) a
qualified institutional buyer (as defined in Rule 144A under the Securities Act), (ii) a Person to whom sales of the Notes would be permitted under
Regulation S under the Securities Act, or (iii) to an institutional investor that is an accredited investor within the meaning of Rule 501 of Regulation D under
the Securities Act).
"Permitted Holdco Indebtedness" means:
(1) Indebtedness arising from agreements of Holdco providing for indemnification, adjustment of purchase price or similar obligations, in each case,
incurred or assumed in connection with the disposition of any business, assets or a Subsidiary; provided, however, that:
(A) such Indebtedness is not reflected on the balance sheet of Holdco or any Holdco Subsidiary (contingent obligations referred to in a footnote to
financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause
(1)(A)); and 19