MoneyGram 2009 Annual Report Download - page 594

"Stock Rights" means all dividends, instruments or other distributions and any stocks, shares, warrants, options or other securities rights or any other
right or property which the Pledgors shall receive or shall become entitled to by way of dividend bonus, redemption, exchange, purchase, substitution,
conversion, consolidation, subdivision, preference or otherwise to receive for any reason whatsoever with respect to, in substitution for or in exchange for,
any Pledged Shares.
"Termination Date" shall have the meaning ascribed thereto in Section 18 below.
"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. Pledge.
(a) As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Second Priority
Secured Obligations, as of the Closing Date each Pledgor hereby grants, pledges, assigns, hypothecates, transfers, delivers and grants to the Second
Priority Collateral Agent, for the benefit of the Second Priority Secured Parties, a Lien on and security interest in (i) to the extent the same do not
constitute Excluded Shares, all of the Capital Stock of the Issuers now owned or hereafter acquired by such Pledgor (collectively, the "Pledged Shares";
when used with respect to any one Pledgor, "Pledged Shares" means the Pledged Shares in which such Pledgor has an interest), (ii) subject to Section 5,
any Stock Rights, (iii) the certificates, if any, representing all such Pledged Shares and Stock Rights and (iv) all Proceeds of the collateral described in the
preceding clauses (i), (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the "Pledged
Collateral"). Notwithstanding the foregoing, the Pledged Collateral shall not be deemed to include (a) any General Intangibles or other rights arising under
contracts, Instruments, licenses, license agreements or other documents, to the extent (and only to the extent) that the grant of a security interest would
(i) be prohibited by an enforceable anti-assignment provision of such documents in favor of a third party on such grant, unless and until any required
consents shall have been obtained, (ii) give any other party to such contract, Instrument, license, license agreement or other document the right to terminate
its obligations thereunder, or (iii) violate any law, provided, however, that (1) any portion of any such General Intangible or other such right pursuant to
this clause (a) shall constitute Pledged Collateral at the time and to the extent that the grant of a security interest therein does not result in any of the
consequences specified in subclauses (i) through (iii) above and (2) the limitation set forth in this clause (a) above shall not affect, limit, restrict or impair
the grant by a Pledgor of a security interest pursuant to this Agreement in any such General Intangible or other such right, to the extent that an otherwise
applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC; (b) any property as to which the
Second Priority Collateral Agent and the Company reasonably determine (as specified in writing by such Persons) that the costs of obtaining a security
interest (or perfecting the same) outweighs 4