MoneyGram 2009 Annual Report Download - page 592

have agreed to purchase Notes issued in accordance with the terms and conditions of the Indenture;
WHEREAS, each of the Pledgors 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; and
WHEREAS, to induce the Purchasers to enter into the Note Purchase Agreement and purchase the Notes, the Pledgors have agreed to pledge to the Second
Priority Collateral Agent, for the benefit of the Second Priority Collateral Agent and the Second Priority Secured Parties, the Pledged Collateral (as defined
below) on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises 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:
"Event of Default" means an Event of Default (as defined in the Indenture).
"Excluded Shares" means any Capital Stock of any Foreign Subsidiary in excess of 65% of such Capital Stock of such Foreign Subsidiary.
"First Priority Collateral Agent" means JPMorgan Chase Bank, N.A., and its successors and/or assigns in its capacity as collateral agent for the Secured
Parties (as defined in the Credit Agreement).
"First Priority Obligations Payment Date" shall have the meaning ascribed thereto in the Intercreditor Agreement.
"Foreign Issuer" means each of the Company's material first-tier Foreign Subsidiaries.
"Issuer" means the Company, each of the Company's Material Domestic Subsidiaries (as defined in the Credit Agreement) and each Foreign Issuer.
"Intercreditor Agreement" means that certain Intercreditor Agreement, dated as of March 25, 2008, by and among JP Morgan Chase Bank, N.A.,
Deutsche Bank Trust Company Americas, the Company and the other parties thereto, as amended, restated or otherwise modified from time to time, or
replaced in connection with any amendment, restatement, modification, renewal or replacement of Credit Facilities.
"Obligations" means all unpaid principal of and accrued and unpaid interest on the Notes, all accrued and unpaid fees and all expenses, reimbursements,
indemnities and other obligations of the Company to the Holders or to the Trustee, the Second Priority Collateral Agent or any indemnified party arising
under the Indenture and the Financing Documents (as defined in the Note Purchase Agreement), including without limitation all
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