MoneyGram 2009 Annual Report Download - page 217

Section 5.4 Financial Statements. The consolidated financial statements of Holdco and its Subsidiaries heretofore delivered to the Lenders as of and for the
fiscal year ended December 31, 2006 and as of and for the fiscal quarter and portion of the fiscal year ended September 30, 2007 were prepared in accordance
with generally accepted accounting principles in effect on the date such statements were prepared and fairly present in all material respects the consolidated
financial condition and operations of Holdco and its Subsidiaries at such date and the consolidated results of their operations for the period then ended.
Section 5.5 Material Adverse Change. (i) As of the Effective Date, there exists no event or circumstance which constitutes or could reasonably be expected
to result in an Effective Date MAE, and (ii) since the Effective Date, there has been no event or circumstance which constitutes or could reasonably be
expected to have a Material Adverse Effect.
Section 5.6 Taxes. Holdco and its Subsidiaries have filed or caused to be filed all United States federal tax returns and all other material tax returns and
reports required to be filed and have paid or caused to be paid all taxes due pursuant to said returns or pursuant to any assessment received by such Persons,
except such taxes, if any, which are not overdue by more than 30 days or which (i) are being contested in good faith and as to which adequate reserves have
been provided in accordance with GAAP or (ii) the non-payment of which could not reasonably be expected to have a Material Adverse Effect. The United
States federal income tax returns of MoneyGram Payment Systems, Inc. and its Subsidiaries have been audited by the Internal Revenue Service (or the statute
of limitations applicable to audits of such tax returns has run) through the fiscal year ended December 31, 2003. As of the Effective Date, neither Holdco nor
any of its Subsidiaries has entered into any "listed transaction" as defined under Section 1.6011-4(b)(2) of the Treasury Regulations promulgated under the
Code.
Section 5.7 Litigation. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their
senior officers, threatened against or affecting Holdco or any of its Subsidiaries which, individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect. Neither Holdco nor any of its Subsidiaries is subject to any order, judgment or decree that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.
Section 5.8 Subsidiaries; Capitalization. Schedule 5.8 contains an accurate list of all Subsidiaries of Holdco and identifies all Material Domestic
Subsidiaries all as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective Capital Stock
or other ownership interests owned by Holdco, the Borrower or other Subsidiaries. All of the issued and outstanding shares of Capital Stock or other
ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and
issued and are fully paid and non-assessable and are owned by Holdco, the Borrower or the applicable Subsidiary free and clear of any Lien, except for
Permitted Liens.
Section 5.9 ERISA; Labor Matters.
(i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect
to any 67