MoneyGram 2009 Annual Report Download - page 426

(2) (a) euros or any national currency of any participating member state of the EMU or (b) such local currencies held from time to time in the ordinary
course of business;
(3) Government Securities or Highly Rated Investments;
(4) securities issued by any agency of the United States or government-sponsored enterprise (such as debt securities or mortgage-backed securities
issued by Freddie Mac, Fannie Mae, Federal Home Loan Banks and other government-sponsored enterprises), which may or may not be backed by the full
faith and credit of the United States, in each case maturing within three months or less and rated Aal or better by Moody's and AA+ or better by S&P;
(5) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, banker's
acceptances with maturities not exceeding 13 months and overnight bank deposits, in each case with any commercial bank having capital and surplus in
excess of $500.0 million in the case of a domestic bank and $250.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of a
foreign bank;
(6) repurchase obligations for underlying securities of the types described in clauses (3), (4) and (5) entered into with any financial institution meeting
the qualifications specified in clause (4) above;
(7) commercial paper rated at least P-2 by Moody's or at least A-2 by S&P and in each case maturing within 12 months after the date of creation
thereof;
(8) investment funds investing 95% of their assets in securities of the types described in clauses (!) through (6) above;
(9) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two
highest rating categories obtainable from either Moody's or S&P with maturities of 24 months or less from the date of acquisition; and
(10) Scheduled Restricted Investments.
Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those authorized to be held in accordance with
clauses (1) and (2); provided that such amounts are converted into any currency authorized to be held in accordance with clauses (1) and (2) as promptly as
practicable and in any event within ten Business Days following the receipt of such amounts.
"Change of Control" means the occurrence of any of the following:
(1) any Person (other than the Sponsors) acquires Beneficial Ownership, directly or indirectly, of 50% or more of the combined voting power of the
then-outstanding voting securities of Holdco entitled to vote generally in the election of directors ("Outstanding Corporation Voting Slock");
(2) the consummation of a Business Combination pursuant to which either (A) the Persons that were the Beneficial Owners of the Outstanding
Corporation Voting Stock immediately prior to such Business Combination Beneficially Own, directly or indirectly, less than 50% of the combined voting
power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of the entity resulting from such
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