MoneyGram 2009 Annual Report Download - page 327

affiliation with affiliates other than GS Mezzanine Entities be deemed to control Holdco or any of its Subsidiaries).
"Bankruptcy Code" means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time.
"Beneficial Ownership" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.
"Business Day" means any calendar day other than a Legal Holiday.
"Common Collateral" means all assets that are both First Priority Collateral and Second Priority Collateral.
"Enforcement Action" means, with respect to the First Priority Obligations or the Second Priority Obligations, the exercise of any rights and remedies
with respect to any Common Collateral securing such obligations or the commencement or prosecution of enforcement of any of the rights and remedies
under, as applicable, the First Priority Documents or the Second Priority Documents, or applicable law, including without limitation the exercise of any rights
of set off or recoupment and any rights of a judgment creditor with respect to any Common Collateral, and the exercise of any rights or remedies of a secured
creditor under the Uniform Commercial Code of any applicable jurisdiction or under the Bankruptcy Code.
"Existing First Priority Agreement" has the meaning set forth in the first WHEREAS clause of this Agreement.
"Existing Second Priority Agreement" has the meaning set forth in the second WHEREAS clause of this Agreement.
"First Priority Agreement" means (i) the Existing First Priority Agreement, as amended, supplemented, restated, amended and restated or otherwise
modified from time to time, and (ii) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument
evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance, refund or restate
in whole or in part the indebtedness and other obligations outstanding under the Existing First Priority Agreement or any other agreement or instrument
referred to in this clause (ii), including any DIP Financing agreement, unless such agreement or instrument expressly provides that it is not intended to be and
is not a First Priority Agreement hereunder. Any reference to the First Priority Agreement hereunder shall be deemed a reference to any First Priority
Agreement then extant.
"First Priority Collateral" means all assets, whether now owned or hereafter acquired by the Borrower or any other Loan Party, in which a Lien is
granted or purported to be granted to any First Priority Secured Party as security for any First Priority Obligation.
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