MoneyGram 2009 Annual Report Download - page 635

"Second Priority Documents" means each Second Priority Agreement and each Second Priority Security Document.
"Second Priority Enforcement Date" means the date which is 180 days after the First Priority Representative's receipt of written notice from the Second
Priority Representative of the occurrence of an Event of Default (under and as defined in the Second Priority Agreement); provided that the Second Priority
Enforcement Date shall be stayed and deemed not to have occurred for so long as (i) the First Priority Representative has commenced and is diligently
pursuing an Enforcement Action against, or diligently attempting to vacate any stay of enforcement of their Liens on, all or a material portion of the Common
Collateral, (ii) the Event of Default referenced in the written notice from the Second Priority Representative is waived or (iii) an Insolvency Proceeding is
commenced by or against the Borrower; provided that the foregoing clause (iii) shall not prohibit the filing of an involuntary proceeding under the Bankruptcy
Code by a Second Priority Secured Party to the extent otherwise permitted pursuant to Sections 3.1 and 3.7.
"Second Priority Holders" means the "Holders" as defined in the Second Priority Agreement, or any Persons that are designated under the Second
Priority Agreement as the "Second Priority Holders" for purposes of this Agreement.
"Second Priority Lien" means any Lien created by the Second Priority Security Documents.
"Second Priority Obligations" means (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all
indebtedness under the Second Priority Agreement, and (ii) all fees, expenses and other amounts payable from time to time pursuant to the Second Priority
Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any Second Priority
Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent
conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Priority Secured Party, receiver or similar
Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the
First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.
"Second Priority Representative" has the meaning set forth in the introductory paragraph hereof.
"Second Priority Secured Party" means the Second Priority Representative and any Second Priority Holders.
"Second Priority Security Documents" means the "Security Documents" as defined in the Second Priority Agreement and any documents that are
designated under the Second Priority Agreement as "Second Priority Security Documents" for purposes of this Agreement.
6