MoneyGram 2009 Annual Report Download - page 570

(m) Capital Stock representing more than 65% of the total combined voting power of a Foreign Subsidiary;
(n) obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code; and
(o) direct Proceeds, substitutions or replacements of any of the foregoing, but only to the extent such Proceeds, substitutions or replacements would
otherwise constitute Excluded Property.
"First Priority Collateral Agent" means JPMorgan Chase Bank, N.A. and its successors or assigns in its capacity as collateral agent for the Secured Parties
(as defined in the Credit Agreement).
"First Priority Obligations Payment Date" shall have the meaning ascribed thereto in the Intercreditor Agreement.
"General Intangibles" means any "general intangibles", as such term is defined in the UCC, and, in any event, shall include, without limitation, all right,
title and interest in or under any Contract, models, drawings, materials and records, claims, literary rights, goodwill, rights of performance, Copyrights,
Trademarks, Patents, warranties, rights under insurance policies and rights of indemnification.
"Goods" means any "goods", as such term is defined in the UCC, including, without limitation, fixtures and embedded Software to the extent included in
"goods" as defined in the UCC.
"Instruments" means any "instrument", as such term is defined in the UCC, and shall include, without limitation, promissory notes, drafts, bills of
exchange, trade acceptances, letters of credit, letter of credit rights (as defined in the UCC) and Chattel Paper, in each case other than Excluded Assets.
"Intercreditor Agreement" means that certain Intercreditor Agreement, dated as of March 25, 2008, by and among JP Morgan Chase Bank, N.A., Deutsche
Bank Trust Company Americas, the Company and the other parties thereto, as amended, restated or otherwise modified from time to time, or replaced in
connection with any amendment, restatement, modification, renewal or replacement of Credit Facilities.
"Inventory" means any "inventory", as such term is defined in the UCC.
"Investment Property" means any "investment property", as such term is defined in the UCC, other than Excluded Assets.
"Material IP Item" shall have the meaning ascribed thereto in Section 2(i).
"Obligations" means all unpaid principal of and accrued and unpaid interest on the Notes, all accrued and unpaid fees and all expenses, reimbursements,
indemnities and other obligations of the Grantors to the Holders or to the Trustee, the Second Priority Collateral Agent or any
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