MoneyGram 2009 Annual Report Download - page 368

"Indemnitee" has the meaning given to it in Section 9.2.
"Indenture" has meaning given to it in the recitals.
"Initial Equity Securities" is defined in the recitals.
"Initial Purchasers" is defined in the preamble.
"Intellectual Property" means the following and all rights pertaining thereto: (A) patents, patent applications, provisional patent applications and statutory
invention registrations (including all utility models and other patent rights under the Laws of all countries), (B) trademarks, service marks, trade dress, logos,
trade names, service names, corporate names, domain names and other brand identifiers, registrations and applications for registration thereof, (C) copyrights,
proprietary designs, computer software, mask works, databases, and registrations and applications for registration thereof, (D) confidential and proprietary
information, trade secrets, know-how and show-how, and (E) all similar rights, however denominated, throughout the world.
"Intercreditor Agreement" means that certain Intercreditor Agreement, to be dated as of the Closing Date, among JPMorgan Chase Bank, N.A., as First
Priority Collateral Agent, Collateral Agent, the Company and the Guarantors, a form of which is attached hereto as Exhibit 3.16(g).
"Investment Company Act" means the Investment Company Act of 1940 as from time to time in effect and any successor act to all or a portion thereof.
"Investment Policy" is defined in Section 6.2.
"Investors" has the definition given to it in the Equity Purchase Agreement.
"IRS" means the Internal Revenue Service of the United States of America.
"Law" means any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, code, order, injunction, arbitration award, writ, decree,
agency requirement, license or permit of any Governmental Entity.
"Lead Sponsor" is defined in the recitals.
"Management Rights Agreement" means the management rights agreement dated as of the Closing Date among Holdco, the Company and GS Mezzanine
Partners V Institutional, L.P. (the indirect owner of GSMP Institutional).
"Material Adverse Effect" means: (1) for any purpose under this Agreement other than Section 7, any circumstance, event, change, development or effect
that, (a) is material and adverse to the financial position, results of operations, business, assets or liabilities of Holdco and the Holdco Subsidiaries, taken as a
whole, (b) would materially impair the ability of Holdco and the Holdco Subsidiaries, taken as a whole, to perform their obligations under this Agreement or
any of the other Financing Documents, (c) would materially impair the rights and remedies of the Purchasers under this Agreement or any of the other
Financing Documents, taken as a whole, or (d) would materially impair the ability of Holdco to perform its obligations under the Equity Purchase Agreement
or otherwise materially threaten or materially impede the consummation of the Purchase (as defined in the Equity Purchase Agreement) and the other
transactions contemplated by the Equity Purchase Agreement; provided, however, that the impact of the following matters shall be disregarded: (i) changes in
general economic, financial market, 6