MoneyGram 2009 Annual Report Download - page 571

indemnified party arising under the Indenture and the Financing Documents (as defined in the Note Purchase Agreement), including without limitation all
obligations of the Guarantors under the Note Guarantees and all joinders and supplements thereto.
"Patents" means any patents and patent applications, including, without limitation, the inventions and improvements described and claimed therein, and
those patents and patent applications listed on Schedule IV attached hereto, and the reissues, divisions, continuations, renewals, extensions and continuations-
in-part of any of the foregoing, and all income, royalties, damages and payments now or 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.
"Portfolio Securities" means, collectively, portfolio securities (i) designated as "trading investments" on Holdco's consolidated financial statements,
(ii) designated as "available for sale investments" on Holdco's consolidated financial statements or (iii) otherwise designated as investments on Holdco's
consolidated financial statements, in each case valued at fair value in accordance with GAAP.
"Proceeds" means "proceeds", as such term is defined in the UCC and, in any event, includes, without limitation, (a) any and all proceeds of any insurance,
indemnity, warranty or guaranty payable with respect to any of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable
from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental
body, authority, bureau or agency (or any person acting under color of governmental authority), and (c) any and all other amounts from time to time paid or
payable under, in respect of or in connection with any of the Collateral other than Excluded Assets.
"Representative" means any Person acting as agent, representative or trustee on behalf of the Second Priority Collateral Agent from time to time, including,
without limitation, the First Priority Collateral Agent acting as agent and bailee on behalf of the Second Priority Collateral Agent.
"Required Second Priority Secured Parties" means, prior to the date upon which the Indenture has terminated by its terms and all of the Obligations have
been paid in full, the Required Holders (as defined in the Indenture).
"Second Priority Collateral Agent" shall have the meaning ascribed thereto in the Preamble.
"Second Priority Pledge Agreement" means that certain Second Priority Pledge Agreement dated as of the date hereof among the Second Priority
Collateral Agent, Holdco, the Company and certain of its Subsidiaries, as from time to time amended, restated, amended and restated, supplemented or
otherwise modified.
"Second Priority Secured Parties" means, collectively, means, collectively, each Holder, the Trustee, the Second Priority Collateral Agent and all of their
successors and assigns. 5