MoneyGram 2009 Annual Report Download - page 636

"Secured Parties" means the First Priority Secured Parties and the Second Priority Secured Parties.
"Unasserted Contingent Obligations" shall mean, at any time, First Priority Obligations for taxes, costs, indemnifications, reimbursements, damages and
other liabilities (excluding (i) the principal of, and interest and premium (if any) on, and fees and expenses relating to, any First Priority Obligation and
(ii) contingent reimbursement obligations in respect of amounts that may be drawn under outstanding letters of credit) in respect of which no assertion of
liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of First Priority Obligations
for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.
"Uniform Commercial Code" shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.
(b) Rules of Construction.
Unless the context otherwise requires:
(i) a term has the meaning assigned to it;
(ii) an accounting term not otherwise defined has the meaning assigned to it; and shall be construed, in accordance with GAAP;
(iii) "or" is not exclusive;
(iv) words in the singular include the plural, and in the plural include the singular;
(v) "will" shall be interpreted to express a command;
(vi) the word "including" means "including without limitation";
(vii) any reference to any Person shall be construed to include such Person's successors and permitted assigns; and
(viii) for purposes of computation of periods of time hereunder, the word "from" means "from and including" and the words "to" and "until" each mean
"to but excluding."
SECTION 2. Lien Priorities.
2.1 Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the
Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority,
operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority
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