MoneyGram 2009 Annual Report Download - page 219

reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results
during the period or periods covered by any such projections may differ from the projected results.
Section 5.11 Regulation U. Margin stock (as defined in Regulation U) constitutes less than 25% of the value of those assets of Holdco and its Subsidiaries
which are subject to any limitation on sale, pledge, or other restriction hereunder.
Section 5.12 Compliance With Laws. Holdco and its Subsidiaries have complied with all applicable Laws of any Governmental Entity having jurisdiction
over the conduct of their respective businesses or the ownership of their respective Property, except for any failure to comply with any of the foregoing which
could not reasonably be expected to have a Material Adverse Effect.
Section 5.13 Ownership of Properties. Except as set forth on Schedule 5.13, Holdco and its Subsidiaries have good and indefeasible title to or valid
leasehold interests in, free of all Liens other than Permitted Liens, to all of the Property and assets reflected in Holdco's most recent consolidated financial
statements provided to the Administrative Agent as owned by Holdco and its Subsidiaries.
Section 5.14 Plan Assets; Prohibited Transactions. Neither Holdco nor any of its Subsidiaries is an entity deemed to hold "plan assets" within the meaning
of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the
meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of the Loans or Letters of Credit hereunder gives rise to a
prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.
Section 5.15 Environmental Matters. Except for those matters that would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, (a) each of Holdco and its Subsidiaries is in compliance with all applicable Environmental Laws, and neither Holdco nor any of its
Subsidiaries has received any written communication alleging that Holdco is in violation of, or has any liability under, any Environmental Law, (b) each of
Holdco and its Subsidiaries validly possesses and is in compliance with all Permits required under Environmental Laws to conduct its business as presently
conducted, and all such Permits are valid and in good standing, (c) there are no claims relating to Environmental Laws pending or, to the knowledge of
Holdco or the Borrower, threatened against Holdco or any of its Subsidiaries and (d) none of Holdco or any of its Subsidiaries has Released any Hazardous
Materials in a manner that would reasonably be expected to result in any claim relating to Environmental Laws against Holdco or any of its Subsidiaries.
Section 5.16 Investment Company Act. Neither Holdco nor any of its Subsidiaries is an "investment company" or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940, as amended.
Section 5.17 Solvency. On the Effective Date, after giving effect to any Credit Extensions made on such date, proceeds of the notes issued pursuant to the
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