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MoneyGram 2009 Annual Report Download - page 569

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"Event of Default" means an Event of Default (as defined in the Indenture).

"Excluded Assets" means any or all of the following with respect to any Grantor:

(a) cash and cash equivalents (other than proceeds of the Collateral);

(b) accounts receivable;

(d) deposit or securities accounts containing any of the foregoing;

(e) other assets that require perfection exclusively through control agreements under the applicable UCC;

(f) Letter-of-Credit Rights;

(g) leasehold real property;

(h) motor vehicles and other assets subject to certificates of title;

(i) interest in joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties;

(j) tax-exempt bonds;

(k) 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 shall cease to constitute Excluded Property pursuant to this clause (k) at the time and to the extent that the grant of a

security interest therein does not result in any of the consequences specified above and (2) the limitation set forth in this clause (k) above shall not affect,

limit, restrict or impair the grant by a Grantor 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;

(1) 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 the benefit to the Second Priority Secured Parties of the security afforded thereby;