MoneyGram 2009 Annual Report Download - page 218

Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan
or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan.
(ii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) Holdco and each of its
Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are
likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the
assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit
Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco or
any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the
ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans.
(iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c),
(m) or (o) of the Code participates in, or is required to contribute to, any "multiemployer plan" (within the meaning of Section 3(37) of ERISA) (a
"Multiemployer Plan").
(iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to any employee
benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees
employed outside the United States (a "Foreign Plan"), (A) each Foreign Plan required to be registered has been registered and has been maintained in
good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable
Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its
applicable Subsidiary.
Section 5.10 Accuracy of Information.
(i) As of the Effective Date, no information, exhibit or report (as modified or supplemented by other information so furnished) furnished by Holdco or
any of its Subsidiaries to the Administrative Agent or to any Lender (other than projections and other forward looking information and information of a
general economic or industry specific nature) in connection with the negotiation of, or compliance with, the Loan Documents contained any material
misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading.
(ii) As of the Effective Date, any projections and other financial estimates and forecasts furnished by Holdco to the Administrative Agent or to any
Lender on or prior to the Effective Date in connection with the negotiation of, or compliance with, this Agreement were based on good faith estimates and
assumptions believed by Holdco to be 68