MoneyGram 2009 Annual Report Download - page 593

obligations of the Guarantors under the Note Guarantees and all joinders and supplements thereto.
"Pledged Collateral" shall have the meaning ascribed thereto in Section 2 below.
"Pledged Shares" shall have the meaning ascribed thereto in Section 2 below.
"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 Pledged 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 Pledged
Collateral by any governmental body, authority, bureau or agency (or any person acting under color of Governmental Authority), (c) all Stock Rights and
(d) any and all other amounts from time to time paid or payable under, in respect of or in connection with any of the Pledged Collateral other than
Excluded Assets (as defined in the Second Priority Security Agreement).
"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 Secured Parties" means, collectively, each Holder, the Trustee, the Second Priority Collateral Agent, as Representative and all of their
successors and assigns.
"Second Priority Secured Obligations" means all Obligations.
"Second Priority Security Agreement" means that certain Second Priority Security Agreement dated as of the date hereof among the Second Priority
Collateral Agent, Holdco and certain of its Subsidiaries, as from time to time amended, restated, amended and restated, modified or supplemented.
"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.
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