MoneyGram 2009 Annual Report Download - page 572

"Secured Obligations" means all Obligations.
"Significant Acquired Subsidiary" means any Subsidiary of Holdco that on the date such Subsidiary is acquired, incorporated or formed (or in respect of a
newly incorporated or formed Subsidiary, that acquires assets as part of one or more related transactions immediately thereafter) has total assets that exceed
10% of the consolidated total assets of the Company and its Subsidiaries or has total revenues for the most recent 12 month period, if applicable, on a pro
forma basis that exceed 10% of the total consolidated revenues for the most recent 12 month period of the Company and its Subsidiaries.
"Software" means all "software", as such term is defined in the UCC, now owned or hereafter acquired by any Grantor, other than software embedded in
any category of Goods, including, without limitation, all computer programs and all supporting information provided in connection with a transaction related
to any program.
"Termination Date" shall have the meaning ascribed thereto in Section 4.10 below.
"Trademarks" means any trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service
marks, logos, other business identifiers, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, the
trademarks and applications listed in Schedule V attached hereto and renewals thereof, 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.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that to the extent that the UCC is used to
define any term herein or in any Financing Document (as defined in the Note Purchase Agreement) and such term is defined differently in different Articles or
Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern.
Section 2. Representations, Warranties and Covenants of Grantors. Each Grantor represents and warrants to, and covenants with, the Second Priority
Collateral Agent, for the benefit of the Second Priority Secured Parties, as follows:
(a) each Grantor has rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof
(subject, with respect to after acquired Collateral, to such Grantor acquiring the same) and no Lien other than Permitted Liens exists upon such Collateral;
(b) such Grantor has the power, authority and legal right to execute this Agreement and to grant a security interest in the Collateral to the Second
Priority Collateral Agent, for the benefit of the Second Priority Secured Parties;
(c) this Agreement has been duly authorized, executed and delivered by such Grantor and constitutes a legal, valid and binding obligation of such
Grantor enforceable in accordance with its terms, except as such enforceability may be limited by applicable
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