MoneyGram 2009 Annual Report Download - page 568

WHEREAS, each of the Grantors has benefited or will benefit directly and indirectly from the proceeds of the issuance of Notes pursuant to the Indenture,
and has granted a Note Guarantee pursuant to the Indenture dated as of the date hereof; and
WHEREAS, to induce the Purchasers to enter into the Note Purchase Agreement and purchase the Notes, the Grantors have agreed to pledge and grant a
continuing security interest in the Collateral (as hereinafter defined) to the Second Priority Collateral Agent for the benefit of the Second Priority Secured
Parties on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used herein without definition and defined in the Indenture are used herein as defined therein. In addition, as used
herein:
"Chattel Paper" means any "chattel paper", as such term is defined in the UCC.
"Collateral" shall have the meaning ascribed thereto in Section 3 hereof; provided. however, that notwithstanding anything herein to the contrary, the term
"Collateral" shall not include any property of any Grantor constituting Pledged Collateral under the Second Priority Pledge Agreement or any Excluded
Assets.
"Commercial Tort Claims" means "commercial tort claims", as such term is defined in the UCC.
"Contracts" means all contracts, undertakings, or other agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) in or under
which any Grantor may now or hereafter have any right, title or interest, including, without limitation, with respect to an account receivable, any agreement
relating to the terms of payment or the terms of performance thereof, in all cases other than Excluded Assets and other than any contract, undertaking or other
agreement if the granting of a security interest therein would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after
giving effect to relevant provisions of the UCC).
"Copyrights" means any copyrights, rights and interests in copyrights, copyright registrations and copyright applications, including, without limitation, the
copyright registrations and applications listed on Schedule III attached hereto, and all renewals of any of the foregoing, all income, royalties, damages and
payments now and hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past,
present and future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing.
"Documents" means any "documents", as such term is defined in the UCC, and shall include, without limitation, all documents of title (as defined in the
UCC) bills of lading or other receipts evidencing or representing Inventory or Equipment.
"Equipment" means any "equipment", as such term is defined in the UCC. 2